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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1994
REGISTRATION NO. 33-52769
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UJB FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 6711 22-1903313
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
301 CARNEGIE CENTER
P.O. BOX 2066
PRINCETON, NEW JERSEY 08543-2066
(609) 987-3200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD F. OBER, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
301 CARNEGIE CENTER, P.O. BOX 2066
PRINCETON, NEW JERSEY 08543-2066
(609) 987-3430
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
RONALD F. DAITZ, ESQ. JOHN J. GORMAN, ESQ.
WEIL, GOTSHAL & MANGES LUSE LEHMAN GORMAN POMERENK & SCHICK
767 FIFTH AVENUE 1300 I STREET, N.W. -- SUITE 220 EAST
NEW YORK, NEW YORK 10153 WASHINGTON, D.C. 20005
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and upon
consummation of the merger of VSB Bancorp, Inc. with and into the Registrant as
described herein.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of UJB provides:
"Section 5. Indemnification. Each person who was or is a party and each
person who is threatened to be or is made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
investigative or arbitrative, by reason of the fact that such person is, or
was, a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, trustee, agent, or
employee of another corporation, partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit, shall be
indemnified and reimbursed by the Corporation for liabilities (including
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties) and expenses (including reasonable costs, disbursements and counsel
fees) to the fullest extent permitted by the laws of the State of New Jersey as
in effect at the time of such indemnification. The foregoing right of
indemnification shall inure to the benefit of the heirs, executors, and
administrators of each such person, shall not be exclusive of any other rights
or indemnification to which any director, officer, employee or other person may
be entitled in any capacity as a matter of law or under any by-law, agreement,
vote of shareholders or directors, insurance policy, or otherwise; and shall
continue as to each such person who has ceased to be a director, officer or
employee.
"The By-Law shall be implemented and construed to provide any director,
officer, employee, or other person described above who is found to have acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation the maximum indemnification,
advancement of expenses, and reimbursement for liabilities and expenses allowed
by law, provided, however, that advancement of counsel fees will be made only
when the Board of Directors determines that arrangements for counsel are
satisfactory to the Board."
Such provision is consistent with Section 14A:3-5 of the Business Corporation
Act of the State of New Jersey, the state of UJB's incorporation, which permits
the indemnification of officers and directors, under certain circumstances and
subject to specified limitations, against liability which any officer or
director may incur in such capacity.
UJB carries officers' and directors' liability insurance policies which
provide coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of UJB arising out of their duties as such, subject to certain exceptions,
including, but not limited to, damages based upon illegal personal profits or
adjudicated dishonesty of the person seeking indemnification. The policies
provide coverage of $35,000,000 in the aggregate.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
This Registration Statement includes the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
2(a) Agreement and Plan of Merger dated December 16, 1993, between UJB and
VSB (included without exhibits as Appendix A to the Proxy Statement-
Prospectus included in this Registration Statement; with exhibits A, B
and C incorporated by reference to Exhibit (10)Y. to the Current
Report on Form 8-K of UJB, dated December 15, 1993).
(b) Amendment dated March 17, 1994 to the Agreement and Plan of Merger
between UJB and VSB (included with Exhibit 2(a) as Appendix A to the
Proxy Statement-Prospectus).
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II-1
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
3(a) Restated Certificate of Incorporation of UJB, as restated July 1,
1988, as amended through May 16, 1990 (incorporated by reference to
Exhibit (3)A. on Form 10-Q of UJB for the quarter ended June 30,
1990).
(b) By-Laws of UJB as amended through December 16, 1992 (incorporated by
reference to Exhibit (3)B.(i) to the Current Report on Form 8-K of
UJB, dated December 16, 1992).
+ 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality of securities
being issued.
+ 8(a) Opinion of Weil, Gotshal & Manges regarding tax matters.
+ (b) Opinion of Luse Lehman Gorman Pomerenk & Schick regarding tax matters.
10(a) Stock Option Agreement dated December 16, 1993, between UJB and VSB
(incorporated by reference to Exhibit (10)Z. to the Current Report on
Form 8-K of UJB, dated December 15, 1993).
Quarterly Report on Form 10-Q of UJB for the quarter ended September
+13(a) 30, 1993.
Quarterly Report on Form 10-Q of VSB for the quarter ended December
+ (b) 31, 1993.
24(a) Consent of KPMG Peat Marwick (UJB).
24(b) Consent of KPMG Peat Marwick (VSB).
+ (c) Consent of Richard F. Ober, Jr., Esq.--included in his opinion filed
as Exhibit 5 to this Registration Statement.
+ (d) Consent of Weil, Gotshal & Manges--included in its opinion filed as
Exhibit 8(a) to this Registration Statement.
+ (e) Consent of Luse Lehman Gorman Pomerenk & Schick--included in its
opinion filed as Exhibit 8(b) to this Registration Statement.
+25 Power of Attorney.
28(a) Form of Proxy.
(b) Opinion of Ryan, Beck & Co. (Included as Appendix B to the Proxy
Statement-Prospectus included in this Registration Statement).
</TABLE>
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+ previously filed
(b) Financial Statement Schedules.
All financial statement schedules either are not required or are included in
the notes to the financial statements incorporated by reference herein.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in response to Item 20
hereof, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such 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 director, officer
or controlling person of the registrant in
II-2
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the successful defense of any action, suit or proceeding) is asserted by such
director, 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 of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(e) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(f) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415 under the
Securities Act, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement No. 33-52769 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
West Windsor, and the State of New Jersey on the 4th day of May, 1994.
UJB Financial Corp.
*
By: ________________________________
T. JOSEPH SEMROD,
CHAIRMAN OF THE BOARD OF
DIRECTORS AND PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement No. 33-52769 has been signed below on the 4th
day of May, 1994 by the following persons in the capacities indicated.
SIGNATURES TITLES
* Chairman of the Board of Directors
- ------------------------------------- and President (Chief Executive
T. JOSEPH SEMROD Officer)
* Senior Executive Vice President-
- ------------------------------------- Finance (Principal Financial
JOHN R. HAGGERTY Officer)
* Executive Vice President and
- ------------------------------------- Comptroller (Principal Accounting
WILLIAM J. HEALY Officer)
* Director
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ROBERT L. BOYLE
* Director
- -------------------------------------
JOHN G. COLLINS
* Director
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T.J. DERMOT DUNPHY
* Director
- -------------------------------------
ELINOR J. FERDON
* Director
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FRED G. HARVEY
* Director
- -------------------------------------
JOHN R. HOWELL
* Director
- -------------------------------------
FRANCIS J. MERTZ
Director
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GEORGE L. MILES, JR.
* Director
- -------------------------------------
HENRY S. PATTERSON II
* Director
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RAYMOND SILVERSTEIN
* Director
- -------------------------------------
JOSEPH M. TABAK
* Richard F. Ober, Jr., by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
executed by such persons, filed with the Securities and Exchange Commission.
/s/ Richard F. Ober, Jr.
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II-4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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<C> <S> <C>
2(a) Agreement and Plan of Merger dated December 16, 1993, between
UJB and VSB (included without exhibits as Appendix A to the
Proxy Statement-Prospectus included in this Registration
Statement; with exhibits A, B and C incorporated by reference
to Exhibit (10)Y. to the Current Report on Form 8-K of UJB,
dated December 15, 1993).
(b) Amendment dated March 17, 1994 to the Agreement and Plan of
Merger between UJB and VSB (included with Exhibit 2(a) as
Appendix A to the Proxy Statement-Prospectus).
3(a) Restated Certificate of Incorporation of UJB, as restated July
1, 1988, as amended through May 16, 1990 (incorporated by
reference to Exhibit (3)A. on Form 10-Q of UJB for the quarter
ended June 30, 1990).
(b) By-Laws of UJB as amended through December 16, 1992
(incorporated by reference to Exhibit (3)B.(i) to the Current
Report on Form 8-K of UJB, dated December 16, 1992).
+ 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality of
securities being issued.
+ 8(a) Opinion of Weil, Gotshal & Manges regarding tax matters.
+ (b) Opinion of Luse Lehman Gorman Pomerenk & Schick regarding tax
matters.
10(a) Stock Option Agreement dated December 16, 1993, between UJB and
VSB (incorporated by reference to Exhibit (10)Z. to the Current
Report on Form 8-K of UJB, dated December 15, 1993).
+13(a) Quarterly Report on Form 10-Q of UJB for the quarter ended
September 30, 1993.
+ (b) Quarterly Report on Form 10-Q of VSB for the quarter ended
December 31, 1993.
24(a) Consent of KPMG Peat Marwick (UJB).
24(b) Consent of KPMG Peat Marwick (VSB).
+ (c) Consent of Richard F. Ober, Jr., Esq.--included in his opinion
filed as Exhibit 5 to this Registration Statement.
+ (d) Consent of Weil, Gotshal & Manges--included in its opinion
filed as Exhibit 8(a) to this Registration Statement.
+ (e) Consent of Luse Lehman Gorman Pomerenk & Schick--included in
its opinion filed as Exhibit 8(b) to this Registration
Statement.
+ 25 Power of Attorney
28(a) Form of Proxy.
(b) Opinion of Ryan, Beck & Co. (Included as Appendix B to the
Proxy Statement-Prospectus included in this Registration
Statement).
</TABLE>
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+ Previously filed
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EXHIBIT 24(A)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
UJB Financial Corp.:
We consent to the use of our report, incorporated herein by reference, and to
the reference to our Firm under the heading "Experts" in the Prospectus/Proxy
Statement.
Our report dated January 17, 1994 refers to a change in the method of
accounting for income taxes in 1993.
KPMG Peat Marwick
Short Hills, New Jersey
May 4, 1994
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EXHIBIT 24(B)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
VSB Bancorp, Inc.:
We consent to the use of our report, incorporated herein by reference, and to
the reference to our Firm under the heading "Experts" in the Prospectus/Proxy
Statement.
KPMG Peat Marwick
Short Hills, New Jersey
May 4, 1994
<PAGE>
EXHIBIT 28(A)
PROXY
VSB BANCORP, INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VSB
BANCORP, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 7, 1994, AND AT ANY ADJOURNMENTS THEREOF.
The undersigned hereby appoints Allen S. Greene and Martin Spiro, or any of
them, with the full power of substitution, to act as attorneys and proxies for
the undersigned, and to vote all shares of Common Stock of VSB Bancorp, Inc.,
which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders to be held at the Ramada Inn, 100 Chestnut Ridge Road, Montvale,
New Jersey on June 7, 1994, at 10:00 a.m. and at any and all adjournments
thereof.
You are encouraged to specify your choices by marking the appropriate box
BELOW. You need not mark any box if you wish to vote in accordance with the
Board of Directors' recommendations, only sign on the REVERSE SIDE. The proxies
cannot vote your shares unless you sign and return this card.
The proxy is revocable and, when properly executed, will be voted in the
manner directed herein by the undersigned. If no directions are made, this
proxy will be voted FOR Proposal No. 1 and FOR each of the nominees listed
below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1 AND FOR EACH OF
THE NOMINEES LISTED BELOW.
1. Approve Agreement and Plan of Merger, dated December 16, 1993, as amended,
between VSB Bancorp, Inc. (VSB) and UJB Financial Corp. (UJB) providing for
the merger of VSB into UJB.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Election of Directors: Wilbur H. Eckerson, Andrew Frank and Arthur H.
Reeve.
[_] FOR all Nominees (except as written to the contrary
below)
[_] WITHHOLD for all the Nominees
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW)
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(continued, and to be signed, on other side)
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The undersigned further gives the proxies authority in their discretion to
vote upon such other business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice of the Annual Meeting of
Stockholders and of a Proxy Statement, both dated May 5, 1994. Please sign
exactly as name appears herein. If signing as attorney, executor,
administrator, trustee or guardian, please indicate the capacity in which you
are acting. Proxies executed by corporations should be signed by a duly
authorized officer.
Please mark, date and sign as your name appears below and return in the
envelope.
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Signature
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Signature if held jointly
DATED: ___________________________, 1994
