FILED PURSUANT TO PARAGRAPH (b)
OF RULE 424
REGISTRATION NO. 33-58152
[LOGO] PROSPECTUS SUPPLEMENT
UJB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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PROSPECTUS SUPPLEMENT NO. 1 (DATED OCTOBER 18, 1994)
TO THE
PROSPECTUS (DATED FEBRUARY 9, 1993)
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This Prospectus Supplement No. 1 dated October 18, 1994 (the "Prospectus
Supplement") supplements the Prospectus dated February 9, 1993 (the
"Prospectus") for the Dividend Reinvestment and Stock Purchase Plan of UJB
Financial Corp. (the "Plan").
Effective November 1, 1994, the source of shares of UJB Common Stock
purchased under the Plan will change. On that date, shares of UJB Common Stock
purchased under the Plan with reinvested dividends and optional cash purchases
will be obtained in the open market rather than directly from the authorized but
unissued capital stock of UJB.
In addition to the foregoing, the Plan has been amended, effective
November 1, 1994, (i) to provide for participants to bear the expense of
brokerage commissions charged in connection with all open market purchases made
for participants under the Plan, and (iii) to increase to $10.00 the service fee
charged by the Plan Administrator and borne by participants in connection with
sales of UJB Common Stock by participants under the Plan.
To reflect the change and amendments described above, certain
provisions of the Plan as set forth in the Prospectus are specifically amended
by this Prospectus Supplement. Accordingly, set forth herein are specific
amendments to the Covering Page and Questions 1, 2, 3, 9, 10, 11, 13, 16, 21, 22
and 28 of the Prospectus.
All provisions of the Prospectus not specifically amended by this
Prospectus Supplement remain in full force and effect.
Please insert this Prospectus Supplement into your Prospectus and retain
both this Prospectus Supplement and the Prospectus for future reference. If you
would like to receive a copy of the Prospectus please write to UJB's Corporate
Secretary at P.O. Box 2066, Princeton, NJ 08543-2066 or call (609) 987-3452.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 18, 1994
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The Prospectus is hereby amended by this Prospectus Supplement as follows:
Prospectus Cover Page.
The first paragraph of the Prospectus cover page is amended in its entirety to
read as follows:
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of UJB
Financial Corp. ("UJB") provides shareholders with a simple and convenient
method of purchasing additional shares of the common stock of UJB (the
"Common Stock"). Any holder of record of Common Stock is eligible to join
the Plan. Holders of Common Stock who do not participate in the Plan will
receive cash dividends, as declared, in the usual manner.
The third sentence of the fifth paragraph of the Prospectus cover page is
amended in its entirety to read as follows:
When UJB Common Stock is purchased on the open market, purchases may
occur over one or more trading days and the price will be the weighted
average purchase price, including brokerage commissions, of all shares
purchased by the Plan Administrator during the investment period.
The first sentence of the seventh paragraph of the Prospectus cover page (the
paragraph immediately preceding the bold faced, upper cased paragraph) is
amended in its entirety to read as follows:
This Prospectus relates to 1,350,186 shares of UJB Common Stock which
may be (i) authorized and unissued shares of UJB Common Stock reserved for
issuance under the Plan (when the Plan is purchasing UJB Common Stock
directly from UJB), or (ii) shares of UJB Common Stock purchased by the
Plan in the open market (when the Plan is not purchasing UJB Common Stock
directly from UJB) under circumstances requiring the registration of such
shares under the Securities Act of 1933, as amended.
Question 1.
The first paragraph of the response to Question 1 is amended in its entirety to
read as follows:
The purpose of the Plan is to give holders of UJB Common Stock the
opportunity to have dividends on their UJB Common Stock automatically and
fully reinvested in additional shares of UJB Common Stock and the
opportunity to invest optional cash payments in additional shares of UJB
Common Stock. At the discretion of senior management of UJB shares may be
purchased directly from UJB or in the open market. See Question 10 below.
To the extent shares are purchased by the Plan directly from UJB, UJB will
use the proceeds of such sale for general corporate purposes.
Question 2.
The response to Question 2 is amended in its entirety to read as follows:
* Full investment of funds, whether provided by dividends or optional
cash payments, is possible because the Plan credits fractional as well as
whole shares to a participant's Plan account. Fractional shares earn
dividends just like whole shares when held in a Plan account.
* Optional cash payments -- from a minimum of $10.00 to a maximum of
$10,000 per quarter -- may be sent to the Plan Administrator at any time
for the purchase of additional shares of Common Stock.
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<PAGE>
* Shares are held in safekeeping by the Plan Administrator. This
releases participants from the need to keep track of multiple share
certificates. Regular statements of account provide simplified
recordkeeping.
Question 3.
The address provided in response to Question 3 is amended in its entirety to
read as follows:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Telephone Number: (201) 324-0498
Question 9.
The response to Question 9 is amended in its entirety to read as follows:
There are no fees or charges to a participant for joining the Plan.
With respect to purchases of additional shares of UJB Common Stock under
the Plan: (i) when UJB Common Stock is purchased directly from UJB, no
brokerage commission or service fee will be charged; (ii) when UJB Common
Stock is purchased in the open market, a brokerage commission will be
charged but no service fee will be assessed. Upon a withdrawal from or
termination of the Plan pursuant to which a participant chooses to receive
certificates for shares held in the participant's Plan account, the
participant will be charged only the nominal brokerage commission incurred
in selling the participant's fractional shares, if any, in the open market.
Participants who request that the Plan Administrator sell their shares in
these circumstances will be charged a service fee and any brokerage
commissions and taxes incurred by the Plan Administrator in the sale. See
Question 22 for details.
Question 10.
The response to Question 10 is amended in its entirety to read as follows:
At the discretion of senior management of UJB shares of Common Stock
purchased under the Plan may be purchased directly from UJB or in the open
market. Senior management will exercise its discretion based on the best
interests of UJB. Shares purchased directly from UJB will be issued by UJB
out of its legally authorized but unissued shares of Common Stock, shares
of issued Common Stock held in UJB's treasury, or both.
Question 11.
The second paragraph of the response to Question 11 is amended in its entirety
to read as follows:
In the case of purchases of UJB Common Stock on the open market the
price will be the weighted average purchase price, including brokerage
commissions, of shares purchased by the Plan Administrator for the Plan
during the relevant investment period, as defined in the response to
Question 12.
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Question 13.
The response to Question 13 is amended in its entirety to read as follows:
Each participant's account will be credited with that number of
shares, including fractional shares, computed to three decimal places,
equal to the total amount to be invested on behalf of the participant
divided by the purchase price per share (determined as set forth in the
response to Question 11).
Question 16.
The response to Question 16 is amended in its entirety to read as follows:
No. While the optional cash payment feature offers a participant the
opportunity to increase his or her ownership of UJB Common Stock, a
participant is not required to make optional cash payments.
Question 21.
The second paragraph of the response to Question 21 is amended in its entirety
to read as follows:
If a request to withdraw is received by the Plan Administrator ON A
RECORD DATE OR BETWEEN A RECORD DATE AND THE PAYMENT DATE for the
particular dividend, the Plan Administrator will process the request to
withdraw as soon as practicable after receipt and pay the relevant dividend
to the individual in cash, unless the request to withdraw is not received
at least three business days in advance of, as appropriate, the
investment date for the relevant dividend or the date the investment period
for the relevant dividend commences, in which case the Plan Administrator
will reinvest that dividend in additional UJB Common Stock for the
participant's Plan account in accordance with the response to Question 12.
In the event the dividend is reinvested rather than paid in cash, the Plan
Administrator will sell in the open market the shares so purchased and send
to the participant a check representing the proceeds of the sale, less any
applicable brokerage commissions, any service fee (currently $10, but
subject to change) and transfer taxes, if any.
Question 22.
The second paragraph of the response to Question 22 is amended in its entirety
to read as follows:
1. Payment Method One. The Plan Administrator will send to the participant
a certificate representing the whole shares of UJB Common Stock held in the
participant's Plan account and a check representing the proceeds of a sale on
the open market of any fractional share in the Plan account minus a nominal
brokerage commission, any taxes incurred by the Plan Administrator and any
service fee (currently none, but subject to change).
The third and fifth paragraphs of the response to Question 22 are amended such
that each reference to the $5 service fee is replaced by a reference to a $10
service fee.
The sixth paragraph of the response to Question 22 is amended in its entirety to
read as follows:
Whenever a participant is not the owner of at least ten shares (either in
certificate form or through the participant's Plan account), the Plan
Administrator may, if instructed by UJB,
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terminate the Plan account, sell the shares (subject to applicable
brokerage commissions, service fees and transfer taxes, if any) and send
the participant the net proceeds of the sale. Such interests may be sold,
in the discretion of senior management of UJB, on the open market or to
other Plan participants. Such sale shall occur on the first investment date
following the termination of the Plan account. If the sale is made to Plan
participants, the amount to be paid for such shares, and the net proceeds
to be received by the terminated participant, will be based on the five-day
average share price calculated in accordance with the response to Question
11. If the sale is made on the open market, the amount to be paid for such
shares will be equal to the proceeds of such sale after applicable
brokerage commissions, service fee and taxes, if any, (all as described in
connection with Payment Method Two) have been deducted.
Question 28.
The third paragraph of the response to Question 28 is amended in its entirety to
read as follows:
When purchases of UJB Common Stock with reinvested dividends are made
in the open market, a participant should include in gross income an amount
equal to the dividend reinvested. A participant's basis in shares acquired
in the open market will be the amount of the dividend reinvested or
optional cash payment invested, as appropriate.
The final paragraph of the response to Question 28 is amended in its entirety to
read as follows:
Statements of account will be received by a participant following each
purchase of Common Stock for his or her Plan account. The statements of
account will show for all such purchases the per share price paid by the
Plan Administrator for the Common Stock (which will include brokerage
commissions in the case of Common Stock purchased in the open market). In
the case of Common Stock purchased directly from UJB with reinvested
dividends, the statements of account will additionally show the fair market
value of the Common Stock so purchased. IRS Form 1099 -- DIV (or an IRS
successor form) mailed to participants following year-end will
report dividend income based on the fair market value of UJB Common Stock,
as determined for federal income tax purposes.
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TABLE OF REVISIONS
PROSPECTUS PROVISION CHANGED Page
Prospectus Cover Page
First Paragraph 2
Fifth Paragraph 2
Seventh Paragraph 2
Question 1, First Paragraph 2
Question 2 (in entirety) 2
Question 3 (address only) 3
Question 9 (in entirety) 3
Question 10 (in entirety) 3
Question 11, Second Paragraph 3
Question 13 (in entirety) 4
Question 16 (in entirety) 4
Question 21, Second Paragraph 4
Question 22
Second Paragraph 4
Fee in Third & Fifth Paragraphs 4
Sixth Paragraph 4
Question 28
Third Paragraph 5
Final Paragraph 5
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SHARES
OF
COMMON STOCK
[LOGO]
UJB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PROSPECTUS SUPPLEMENT NO. 1
(DATED OCTOBER 18, 1994)
TO THE
PROSPECTUS
(DATED FEBRUARY 9, 1993)
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