1FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 1-6451
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UJB Financial Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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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(Former name, former address and former fiscal year, if changed since
last report).
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
As of October 31, 1994 there were 54,950,816 shares of common stock,
$1.20 par value, outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
In accordance with Instruction D., included herein as Exhibit
(28)A is UJB Financial Corp. consolidated balance sheets as of
September 30, 1994, December 31, 1993 and September 30, 1993; as
Exhibit (28)B is UJB Financial Corp. consolidated statements of
income for the nine months and three months ended September 30,
1994 and 1993; and as Exhibit (28)C is UJB Financial Corp.
consolidated statements of cash flows for the nine months ended
September 30, 1994 and 1993. Also included herein as Exhibit
(28)D is UJB Financial Corp. consolidated statements of
shareholders' equity as of September 30, 1994 and 1993; as
Exhibit (28)E is UJB Financial Corp. consolidated average
balance sheets with resultant interest and rates for the nine
months ended September 30, 1994 and 1993; and as Exhibit (28)F
is UJB Financial Corp. consolidated reconciliation of allowance
for loan losses.
The consolidated financial statements included herein as
Exhibits include the accounts of UJB Financial Corp. and all of
its subsidiaries (the Company). Significant intercompany
transactions have been eliminated in consolidation. Prior
period information has been restated to reflect the July 1, 1994
acquisition of VSB Bancorp, Inc. (VSB) into UJB Financial Corp.
This transaction was accounted for on the pooling-of-interest
method. VSB's 1993 fiscal year ended on September 30, 1993 and
was combined pursuant to Article 3A of Regulation S-X . The
impact of the change from the September 30 fiscal year end to a
calendar year end was recorded as an adjustment to shareholders'
equity.
The consolidated financial statements have been prepared on an
accrual basis. For additional information and disclosures
required under generally accepted accounting principles,
reference is made to the registrant's 1993 Annual Report on Form
10-K.
The accompanying financial statements reflect in the opinion of
management, all normal, recurring adjustments necessary to
present fairly the financial position of the Company and
subsidiaries, and the results of their operations and changes in
their cash flows. The financial statements presented, in all
material respects, comply with the current reporting
requirements of supervisory authorities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Financial Condition
Total assets at September 30, 1994 were $15.5 billion, an
increase of $1.7 billion or 12.5 percent from year-end 1993.
Compared to September 30, 1993, total assets increased $1.6
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billion or 11.1 percent. Included in these increases was the
impact of the recently announced purchase acquisition of
Palisade Savings Bank, FSB (Palisade). On September 16, 1994,
the acquisition of Palisade was completed. This transaction was
accounted for under the purchase method. At September 30, 1994
Palisade had total assets of $324.2 million, loans of $164.8
million and deposits of $266.7 million. Results of operations
are included from the acquisition date but were considered
immaterial.
At September 30, 1994, investment securities available for sale,
reported at fair value, amounted to $317.5 million. These
securities decreased $844.6 million or 72.7 percent from
year-end 1993, and comprised $146.5 million of U.S. Government
and agency collateralized mortgage obligations (CMOs), $169.1
million of other securities and $1.9 million of municipal
securities. During the second quarter, $707.8 million was
transferred from available-for-sale category to held-to-maturing
category as a result of a review of appropriate classification
and assessment of ongoing investment and liquidity needs.
During the nine months of 1994, $3.4 million of investment
securities available for sale were sold and total maturities
amounted to $256.6 million. As a result of the acquisition of
Palisade, $121.6 million of securities were added to the
portfolio. Unrealized gains and losses on investment securities
available for sale were recorded net of taxes as a separate
component of shareholders' equity. As of September 30, 1994,
the unrealized loss recorded in equity amounted to $5.2 million.
Investment securities at September 30, 1994 increased $1.5
billion or 54.1 percent from year-end 1993 which was impacted by
the reinvestment of 1993 sales and accelerated CMO payments. The
increase in the investment portfolio was the result of $1.6
billion in early 1994 purchases, principally in CMOs, and the
second quarter transfer of $707.8 million of investment
securities available for sale to investment securities. This
increase was offset, in part, by maturities of $837.6 million
during the nine months of 1994. Compared to September 30, 1993
the investment portfolio increased $1.0 billion or 32.1 percent.
Total loans increased $855.9 million or 9.8 percent from
December 31, 1993 to $9.6 billion at September 30, 1994.
Compared to September 30, 1993, total loans increased $753.7
million or 8.5 percent. From December 31, 1993, commercial
loans increased $397.8 million or 9.4 percent to $4.6 billion at
September 30, 1994. Commercial loans increased $267.9 million
or 6.1 percent compared to September 30, 1993. Mortgage loans
increased $267.0 million or 10.7 percent from December 31, 1993
to $2.8 billion at September 30, 1994. Compared to September
30, 1993, mortgage loans increased $310.2 million or 12.7
percent. The Palisade acquisition represented $157.5 million of
these mortgage loan increases. Instalment loans increased
$191.1 million or 9.5 percent from December 31, 1993 to $2.2
billion. Compared to September 30, 1993 instalment loans
increased $175.6 million or 8.7 percent. The increase due to
the Palisade acquisition was $7.3 million.
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At the end of the third quarter of 1994, non-performing loans
were $213.9 million or 2.23 percent of total loans. This
compares to $254.3 million or 2.91 percent at year-end 1993, and
$275.8 million or 3.12 percent at the end of the third quarter
of 1993. At September 30, 1994, non-performing loans decreased
by $40.4 million compared with year-end 1993 and were down $61.8
million from September 30, 1993.
The following table summarizes the trends in the components of
non-performing loans (in thousands):
<TABLE>
<CAPTION>
Sept 30, Dec 31, Sept 30,
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1994 1993 1993
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<S> <C> <C> <C>
Commercial and industrial $ 44,100 $ 57,433 $ 57,913
Real estate:
Construction and development 66,646 88,748 99,968
Real estate related 103,170 108,092 117,873
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Total real estate 169,816 196,840 217,841
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Total $213,916 $254,273 $275,754
========= ======== ========
</TABLE>
At September 30, 1994, other real estate owned was $66.7
million, net of a $30.7 million allowance. Since December 31,
1993, other real estate owned decreased $8.1 million. Compared
to September 30, 1993 these net balances decreased $30.1 million.
The allowance for loan losses at September 30, 1994 was $237.7
million or 2.48 percent of loans, compared to $244.2 million or
2.79 percent of loans at December 31, 1993 and $248.9 million or
2.81 percent of loans at September 30, 1993. For the three
months ended September 30, 1994, net charge offs were $21.2
million or .91 percent of average loans compared to $26.0
million or 1.16 percent during the comparable period in 1993.
For the nine months ended September 30, 1994, net charge offs
were $63.7 million or .95 percent of average loans compared to
$102.7 million or 1.55 percent during the comparable period in
1993.
At September 30, 1994 total deposits were $12.2 billion, an
increase of $415.8 million or 3.5 percent from December 31, 1993
and increased $467.7 million or 4.0 percent from a year ago.
The Palisade acquisition accounted for $266.7 million of these
increases. Retail savings and time deposits increased $25.8
million or .3 percent from year end to $8.7 billion but
decreased $11.2 million or .1 percent from September 30, 1993.
Commercial certificates of deposit $100,000 and over were $354.1
million, an increase of $127.5 million or 56.3 percent compared
to December 31, 1993 and increased $135.7 million or 62.2
percent compared to September 30, 1993. Demand deposits
increased $262.5 million or 9.4 percent from year-end 1993 to
$3.1 billion and increased $343.2 million or 12.6 percent from
September 30, 1993.
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Other borrowed funds increased $1.2 billion or 205.7 percent
from December 31, 1993 to $1.8 billion. Compared to September
30, 1993, other borrowed funds increased $1.0 billion. Other
borrowed funds increased principally to fund the growth in the
investment and loan portfolios since year-end 1993. At
September 30, 1994, long-term debt was $206.3 million, a
decrease of $2.4 million or 1.2 percent from year-end 1993.
Compared to September 30, 1993, long-term debt decreased $6.7
million or 3.1 percent primarily due to principal payments.
Total shareholders' equity increased $65.7 million or 6.4
percent from December 31, 1993 to $1.1 billion. Included in
shareholders' equity is a $5.2 million net unrealized loss (net
of tax) on investment securities available for sale. The
leverage ratio of the company was 7.04 percent compared to 7.20
percent at December 31, 1993. At September 30, 1993, the
leverage ratio was 7.02 percent. Under the risk-based capital
guidelines, the Company's Tier I capital was 9.05 percent and
total capital was 11.87 percent at September 30, 1994, compared
with 9.64 percent and 12.67 percent, respectively, at December
31, 1993. The decline in these ratios since year-end 1993 is
attributable to the $1.7 billion increase in assets and the
impact of the purchase acquisition. At September 30, 1993, the
Tier I capital ratio was 9.41 percent and total capital was
12.44 percent. The current minimum regulatory guidelines for
Tier I and total capital ratios are 4.0 percent and 8.0 percent,
respectively.
Results of Operations
For the third quarter of 1994, net income was $38.6 million or
$.70 per share compared with net income of $13.0 million or $.23
per share earned during the third quarter of 1993. Net income
for the nine months ended September 30, 1994 was $95.8 million
compared with $57.8 million for the first nine months of 1993.
On a per share basis, net income for the nine months ended
September 30, 1994 was $1.73 compared to $1.05 for the same
period in 1993. Included in the results for the nine months and
three months ended September 30, 1993 was a restructuring charge
of $21.5 million, $12.7 million after tax, or $.24 per share.
The results for the first nine months of 1994 were impacted by
the adoption of SFAS 112, "Employers' Accounting for
Postemployment Benefits", which had the effect of reducing net
income by $1.7 million or $.03 per share. The 1993 nine month
results were impacted by the adoption of SFAS 109, "Accounting
for Income Taxes". The adoption of SFAS 109 had a favorable
effect on 1993's net income of $3.8 million or $.07 per share.
Interest income on a tax-equivalent basis was $252.2 million for
the quarter ended September 30, 1994, an increase of $20.4
million or 8.8 percent compared to the same period in 1993. On
a year-to-date basis, interest income on a tax equivalent basis
was $711.7 million, an increase of $10.5 million or 1.5 percent
compared to the prior year period. The increase in interest
income was primarily due to volume increases in investment
securities and loans. Interest earning assets averaged $13.5
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billion during the first nine months of 1994, an increase of
$606.5 million or 4.7 percent over the same period of 1993.
Interest expense increased $7.9 million or 9.8 percent for the
quarter ended September 30,1994, reflecting the recent rise in
interest rates. However, interest expense for the nine months
ended September 30, 1994 decreased $12.0 million or 4.7 percent
compared to the same period in 1993. The benefit of lower rates
during the first nine months of 1994 compared to 1993 and the
impact on the cost of retail time deposits were the primary
factors in the decline in interest expense. The costs of these
deposits decreased $37.5 million or 17.7 percent. Offsetting
this decline was an increase in interest expense on borrowed
funds and commercial certificates of deposit over $100,000
which rose $22.9 million and $2.6 million, respectively, over
the 1993 nine-month period. These increases were principally
due to volume increases. Total borrowed funds, including
commercial paper and long-term debt, increased $534.6 million
and commercial certificates of deposit over $100,000 increased
$43.9 million, on average, compared to the prior year period.
Demand deposits averaged $2.9 billion during the nine months
ended September 30, 1994, an increase of $357.7 million or 14.3
percent over the comparable period in 1993.
Net interest income on a tax-equivalent basis was $162.9 million
for the quarter ended September 30, 1994, an increase of $12.4
million or 8.3 percent compared to the same period in 1993. For
the first nine months of 1994, net interest income on a
tax-equivalent basis was $466.8 million compared with
$444.3 million for the nine months ended September 30, 1993,
an increase of $22.5 million or 5.1 percent. The net interest
spread percentage on a tax-equivalent basis (the difference
between the rate earned on average interest earning assets and
the rate paid on average interest bearing liabilities) was 3.97
percent for the nine months ended September 30,1994 compared
to 3.99 for the prior year period.
Net interest margin (net interest income on a tax-equivalent
basis as a percentage of average interest earning assets) was
4.63 percent during the nine months of 1994 compared with 4.62
percent during the same period in 1993.
The provision for loan losses for the quarter ended September
30, 1994 was reduced 22.9 percent to $18.5 million compared to
$24.0 million for the same period a year earlier. On a
year-to-date basis, the provision was $55.5 million, a decline
of $18.7 million or 25.2 percent, compared with the first nine
months of 1993.
Non-interest income including security transactions, when
compared to prior year, was slightly higher for the third
quarter but slightly lower for the nine month period.
Categories showing positive growth for the quarter and
year-to-date included service charges on deposits and service
and loan fee income. This was offset by lower other income.
Additionally, there was a decrease in investment securities
gains (losses) which impacted the nine month comparison. For
the first nine months of 1994, net gains were $1.8 million,
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compared with net gains of $6.8 million in 1993. These gains
were recognized as securities were sold out of the available for
sale portfolio.
For the third quarter of 1994, service charges on deposits were
$16.1 million, an increase of $1.3 million or 8.7 percent over
the prior year period. Service charges on deposits increased
$4.0 million or 8.9 percent during the nine month period ended
September 30, 1994 compared to the corresponding period in 1993.
The increase for the quarter and year-to-date in service
charges was primarily due to price increases implemented after
September 30, 1993. Service and loan fee income for the third
quarter increased $2.2 million or 24.5 percent compared with the
quarter ended September 30, 1993 and $5.4 million or 21.5
percent compared to the nine months ended September 30, 1993.
These increases were primarily due to higher merchant credit
card and commercial loan fees. During the third quarter of
1994, other income decreased $3.1 million or 20.7 percent from
the third quarter in 1993. On a year-to-date basis, other
income declined $4.7 million or 11.9 percent compared to the
nine months ended September 30, 1993. These declines were
attributable to lower secondary market mortgage fees and
brokerage fees recorded during the three months and nine months
ended September 30, 1994 compared to the 1993 periods.
Non-interest expenses for the third quarter of 1994 totaled
$125.9 million, down $26.5 million, or 17.4 percent compared to
the third quarter of 1993 and for the nine months ended
September 30, 1994 were $378.5 million, down $42.2 million or
10.0 percent from the year ago period. Included in non-interest
expenses for the third quarter of 1993 and the nine months ended
September 30, 1993 was a restructuring charge of $21.5 million .
Excluding the restructuring charge non-interest expenses for
the quarter and nine months ended September 30, 1994 decreased
3.8 percent and 5.2 percent, respectively.
Salaries expense decreased $.9 million or 2.0 percent during the
third quarter of 1994 compared to the third quarter of 1993 and
declined $2.9 million or 2.1 percent during the first nine
months of 1994 compared to the corresponding period of 1993.
Pension and other employee benefits for the third quarter were
$14.3 million, down $.8 million or 5.0 percent compared with the
third quarter of 1993. These expenses were $41.7 million for
the nine months ended September 30, 1994, down $2.5 million or
5.7 percent compared to the corresponding period in 1993. The
decrease in salaries and benefit expense is primarily
attributable to the staff savings realized from the
restructuring program.
Occupancy expense for the third quarter of 1994 increased $.4
million or 3.4 percent compared to the prior year period. This
expense was $38.5 million for the nine months ended September
30, 1994 and rose $1.8 million or 4.9 percent compared to the
corresponding period in 1993. The year-to-date increase was
principally due to higher snow removal costs as a result of
severe weather conditions during the first quarter of 1994.
Furniture and equipment expense rose $.7 million or 5.7 percent
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for the quarter, and rose $2.5 million or 7.4 percent during the
first nine months of 1994. The increase over the prior year
period resulted from increased equipment rentals and maintenance
expenses related to the installation of new on-line equipment to
support branch automation.
The FDIC insurance assessment increased $1.4 million or 25.2
percent during the third quarter of 1994 compared to the third
quarter of 1993 but was down $1.1 million or 5.2 percent during
the first nine months of 1994 compared to the corresponding
period in 1993. The increase during the quarter was mainly due
to a $1.6 million rebate received in July 1993 resulting from
reduced assessment rates under the risk-based assessment system
implemented in accordance with the Federal Deposit Insurance
Corporation Improvement Act of 1991.
Other real estate expenses were $4.9 million for the third
quarter of 1994, a decrease of $3.7 million or 42.9 percent from
the third quarter of 1993. On a year -to-date basis, other real
estate expenses were $14.5 million, a decrease of $17.6 million
or 54.8 percent, compared to the nine months ended September 30,
1993. Included in these amounts is a provision for losses on
other real estate and expenses related to holding and operating
foreclosed property. A provision of $3.1 million for the third
quarter and $8.9 million for the first nine months of 1994 was
added to the allowance for other real estate. This compares to
a provision of $6.8 million for the third quarter of 1993 and
$25.8 million for the first nine months of 1993. Expenses for
operating and maintaining other real estate amounted to $1.8
million for the third quarter and $5.5 million for the nine
months ended September 30, 1994 compared with $1.8 million and
$6.3 million for the first nine months of 1993.
Liquidity
Liquidity is the ability to meet the borrowing needs and deposit
withdrawal requirements of customers and to support asset
growth. Principal sources of liquidity are deposit generation,
access to purchased funds, maturities and repayments of loans
and investment securities, and interest and fee income.
The consolidated statements of cash flows present the change in
cash and cash equivalents from operating, investing and
financing activities. During the nine months of 1994, net cash
provided by operating activities totaled $209.1 million. This
amount was primarily attributable to results of operations
adjusted for the provision for loan losses and other real estate
owned, and proceeds from the sales of mortgages held for sale.
Net cash used in investing activities totaled $1.6 billion and
was the result of investment and loan activity. Net cash
provided by financing activities totaled $1.6 billion,
reflecting the increases in short-term borrowings.
During the first nine months of 1994, proceeds of $1.1 billion
from maturities in the investment portfolio, including
investment securities available for sale, contributed to
liquidity. Borrowed funds, which includes Federal funds and
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repurchase agreements and commercial paper increased $1.2
billion since December 31, 1993 and provided another source of
liquidity. Offsetting these sources were purchases of $1.6
billion of investment securities and an increase of $855.9
million in loans since year-end 1993.
Demand deposits increased $262.5 million to $3.1 billion from
year-end 1993 and savings and time deposits increased $25.8
million from December 31, 1993 which provided additional
liquidity.
Additional liquidity is generated from maturities and principal
repayments in the investments portfolio. Scheduled maturities
and anticipated principal repayments of the investment portfolio
will approximate $140 million throughout the balance of 1994.
In addition, all or part of the investment securities available
for sale of $317.5 million could be sold to provide liquidity.
These sources can be used to meet the funding needs during
periods of loan growth. Liquidity is also available through
the recent affiliation with the Federal Home Loan Bank of New
York , additional lines of credit and the ability to incur
additional debt. At September 30, 1994, there were $40.0
million of short-term lines of credit available for general
corporate purposes, with no outstandings.
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<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In re UJB Financial Corp. Shareholder Litigation.
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Reported on Form 10-K for the period ended December 31, 1993 and
on Form 10-Q for the period ended March 31, 1994. Following
pre-trial discovery, the parties agreed in principle to settle
the action for $3.65 million, subject, among other things, to
execution of documentation acceptable to the parties and
approval by the court. A portion of this settlement is expected
to be recovered through insurance carried by the Company and the
remaining balance has been fully reserved. Therefore, the
effect of this settlement will have no significant impact on the
financial operating results of the Company.
Poseidon Pools, Inc. Suits
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Reported on Form 10-K for the period ended December 31, 1993
and on Form 10-Q for the period ended June 30, 1994. The
plaintiffs in Richard Fleck and Diane Fleck v. Atreo
Manufacturing Co., Inc. et al. filed a Praecipe for
Discontinuance in the Court of Common Pleas in Pennsylvania on
April 30, 1994. The filing of this document concluded this
matter. All of the Poseidon Pools, Inc. lawsuits are now
concluded.
McAdoo CERCLA Matter
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Reported on Form 10-K for the period ended December 31, 1993 and
on Form 10-Q for the periods ended March 31, 1994 and June 30,
1994. A case management conference was held on August 4, 1994
and settlement negotiations between the parties are proceeding
with the assistance of the Court.
In re Payroll Express Corporation of New York and Payroll
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Express Corporation, United States Bankruptcy Court for the
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Southern District of New York, Case Nos. 92-B-43149 (CB) and
92-B-43150 (CB), filed June 5, 1992.
Reported on Form 10-K for the period ended December 31, 1993 and
on Form 10-Q for the period ended June 30, 1994. Judge Bassler
previously entered an order staying the Frederick Goldman and
the Beth Israel customer actions pending in the District of New
Jersey until the United States District Court for the Southern
District of New York decided another UJB motion (described
below) to withdraw the reference of an adversary proceeding from
the bankruptcy court to the District Court for the Southern
District of New York. The actions were stayed so that if the
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motion was granted, UJB would be given the opportunity to move
for a transfer and consolidation of the Frederick Goldman and
the Beth Israel actions with the action in the Southern District
of New York. The motion to withdraw the reference was granted,
and the parties in the Frederick Goldman and the Beth Israel
actions have submitted to Judge Bassler a proposed consent order
transferring the matters to the Southern District of New York.
The order should be entered shortly.
UJB's motion to withdraw the reference of the Trustee's
preference complaint captioned John S. Pereira, as Chapter 11
Trustee of the Estate of Payroll Express Corporation et al. v.
United Jersey Bank (the "Preference Complaint") from the
bankruptcy court to the United States District Court for the
Southern District of New York was granted on October 12, 1994.
No other activity is pending in this case.
UJB filed an Answer denying the material allegations of the
Trustee's second adversary complaint (the "Fraudulent Conveyance
Complaint"). A discovery schedule has been established by the
Court in the Fraudulent Conveyance action and a pretrial
conference is scheduled for November 17, 1994.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits
(3)B.(i) By-Laws of UJB Financial Corp., as amended through
October 19, 1994.
(ii) Amendment, dated October 19, 1994, to the By-Laws of
UJB Financial Corp.
(11) UJB Financial Corp. computation of net income per
common share for the nine months and for the three
months ended September 30, 1994 and 1993.
(27) UJB Financial Corp. Financial Data Schedule
- September 30, 1994.
(28)A UJB Financial Corp. consolidated balance sheets as
of September 30, 1994, December 31, 1993 and
September 30, 1993.
(28)B UJB Financial Corp. consolidated statements of
income for the nine months and three months ended
September 30,1994 and 1993.
(28)C UJB Financial Corp. consolidated statements of cash
flows for the nine months ended September 30, 1994
and 1993.
(28)D UJB Financial Corp. consolidated statements of
shareholders' equity as of September 30, 1994 and 1993.
(28)E UJB Financial Corp. consolidated average balance
sheets with resultant interest and rates for the
nine months ended September 30, 1994 and 1993.
(28)F UJB Financial Corp. consolidated reconciliation of
allowance for loan losses for the nine months
ended September 30, 1994 and 1993.
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(b) Reports on Form 8-K
In a current report on Form 8-K, dated July 31, 1994, the
Company under Item 5- Other Events voluntarily reported on a pro
forma combined basis (of UJB and VSB) the results of operations
for three months ended March 31, 1994 and June 30, 1994 , six
months ended June 30, 1994 and the required 30 days of
post-merger combined operations as required by SEC Accounting
Series Release 135 for the month ended July 31, 1994.
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<PAGE>
SIGNATURES
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 thereunto duly authorized.
UJB FINANCIAL CORP.
-------------------
Registrant
DATE: November 14, 1994 BY: s/WILLIAM J. HEALY
------------------
William J. Healy
Executive Vice President and Comptroller
(Chief Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit No.
(3)B.(i) By-Laws of UJB Financial Corp. as amended through
October 19, 1994.
(ii) Amendment, dated October 19, 1994 to the By-Laws of UJB
Financial Corp.
(11) UJB Financial Corp. computation of net income per common
share for the nine months and for the three months ended
September 30, 1994 and 1993.
(27) UJB Financial Corp. Financial Data Schedule - September
30, 1994.
(28)A UJB Financial Corp. consolidated balance sheets as of
September 30, 1994, December 31, 1993 and September 30, 1993.
(28)B UJB Financial Corp. consolidated statements of income for
the nine months and three months ended September 30,
1994 and 1993.
(28)C UJB Financial Corp. consolidated statements of cash flows
for the nine months ended September 30, 1994 and 1993.
(28)D UJB Financial Corp. consolidated statements of shareholders'
equity as of September 30, 1994 and 1993.
(28)E UJB Financial Corp. consolidated average balance sheets
with resultant interest and rates for the nine months
ended September 30, 1994 and 1993.
(28)F UJB Financial Corp. consolidated reconciliation of
allowance for loan losses for the nine months ended
September 30, 1994 and 1993.
<PAGE>
EXHIBIT (3)B.(i)
As Amended through 10/19/94
BY-LAWS
of
UJB FINANCIAL CORP.
ARTICLE I.
OFFICES.
Section 1. Registered Office. The registered office of UJB
Financial Corp. (the "Corporation") shall be at 301 Carnegie Center,
Princeton, New Jersey.
ARTICLE II.
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held in each calendar year.
Unless the Board of Directors fixes another date or time, which the Board
is hereby authorized to do, the annual meeting shall be held at 3:00 P.M.
on the third Tuesday in April of each year, if not a legal holiday, and if
a legal holiday, the next business day not a legal holiday.
Section 2. Special Meetings. Special meetings of the stockholders
may be called at any time by the Chairman, the President or the Board of
Directors and shall be called by the Secretary upon the written request,
stating the purpose or purposes of any such meeting, of stockholders
entitled to cast at least one-third of the votes which all stockholders are
entitled to cast at the meeting. Unless limited by law, the Certificate of
Incorporation, the By-Laws, or by the terms of the notice thereof, any and
all business properly before the meeting pursuant to Section 4 hereof may
be transacted at any special meeting of stockholders.
Section 3. Place of Meetings. Each meeting of stockholders shall
be held at such place either within or outside the State of New Jersey as
may be designated by the Board of Directors.
Section 4. Notice of Meetings. Except as otherwise provided or
permitted by law, the Certificate of Incorporation, or the By-Laws, notice
of each meeting of stockholders shall be given to each stockholder of
record entitled to vote either by delivering such notice to the stockholder
personally or by mailing the same to the stockholder. If mailed, the
notice shall be directed to the stockholder in a postage-prepaid envelope
at the stockholder's address as it appears on the records of the
Corporation. Notice of each meeting shall state the place, date and hour
of the meeting, and the purpose or purposes for which the meeting is
called, and shall be given or mailed not less than ten nor more than sixty
days before the date of the meeting. No notice of the time and place of an
adjourned annual or special meeting of stockholders need be given other
than by announcement at the meeting at which such adjournment is taken,
unless a new record date is fixed by the Board.
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At any meeting of stockholders only such business shall be conducted
as shall have been properly brought before the meeting. No matter (other
than a procedural matter incident to the conduct of the meeting) shall have
been properly brought before a meeting, unless such matter shall have been
identified in the notice of the meeting given by or at the direction of the
Board of Directors or in written notice given by or at the direction of the
Board of Directors to the stockholders in accordance with the foregoing
provisions of this Section at least 10 days before the date of the meeting
(or any adjournment thereof) and, in the case of any matter proposed by any
stockholder, written notice thereof shall have been received by the
Secretary of the Corporation not less than 60 days [70 days effective for
any stockholders meeting after April 30, 1993] and not more than 90 days
before the date of the meeting; provided, however, that, if less than 70
days' [80 days effective for any stockholders meeting after April 30, 1993]
notice or prior public disclosure of the date of the meeting has been given
to stockholders, such notice, to be timely, must have been received by the
Secretary of the Corporation not later than the close of business on the
tenth day following the day on which notice of the meeting or such public
disclosure was made, whichever first occurs. Any such notice by a
stockholder to the Secretary of the Corporation should be accompanied by
(a) the name and address of the stockholder who intends to present the
matter for a vote, (b) a representation that such stockholder is a holder
of record of shares of the Corporation entitled to vote at the meeting, (c)
a description of all agreements, arrangements or understandings between
such stockholder and any other stockholder relating to the matter to be
voted on and any financial or contractual interest of such stockholder in
the outcome of such vote and (d) such other information regarding the
matter to be voted on and the stockholder intending to present the matter
for a vote as would be required to be included in a proxy statement
soliciting the vote of stockholders in respect of such matter pursuant to
the proxy rules of the Securities and Exchange Commission. Any stockholder
proposal which complies with Rule 14a-8 (or any successor rule) (including
the greater advance notice required by such rule) under the Securities
Exchange Act of 1934, as amended, and is included in a proxy statement for
a meeting of stockholders sent by or on behalf of the Corporation shall be
deemed to comply with the requirements of this Section. The chairman of
the meeting may refuse to permit any matter as to which such notice to the
Secretary of the Corporation was required to be given and was not given to
be voted on at the meeting.
Section 5. Conduct of Meeting. At each meeting of stockholders,
unless otherwise determined by the Board of Directors, the Chairman, or if
the Chairman is not present, the Vice Chairman, or if a Vice Chairman is
not present the President, or if none of the foregoing is present the
Chairman of the Executive Committee, or in the absence of all of the afore-
mentioned, a chairman chosen by the vote of the stockholders present in
person or represented by proxy at the meeting and entitled to cast a
majority of the votes which might be cast at such meeting for the election
of directors or, if in the case of a special meeting at which directors are
not to be elected, the matter to be voted on at the meeting on which the
greatest number of stockholders are entitled to vote, shall act as
chairman. The Secretary, or in the Secretary's absence an Assistant
Secretary, or in the absence of the Secretary and all Assistant Secre-
taries, a person whom the chairman of the meeting shall appoint, shall act
as secretary of the meeting and keep a record of the proceedings thereof.
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The Board of Directors of the Corporation shall be entitled to make such
rules, regulations and procedures for the conduct of meetings of stockholders
as it shall deem necessary, appropriate or convenient. Subject to such rules
and regulations of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business
for the meeting, rules, regulations and procedures for maintaining order at
the meeting and the safety of those present, limitations on entry to and
participation in such meeting to stockholders of record of the Corporation
and their duly authorized and constituted proxies, and such other persons as
the chairman shall permit, restrictions on entry to the meeting after the time
fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and
closing of the polls for balloting on matters which are to be voted on by
ballot. Unless, and except to the extent determined by the Board of Directors
or the chairman of the meeting, meetings of stockholders shall not be required
to be held in accordance with rules of parliamentary procedure.
Section 6. Quorum and Adjournment. Except as otherwise provided by
law or by the Certificate of Incorporation, the holders of a majority of
the shares of stock entitled to vote at the meeting, represented in person
or by proxy, shall constitute a quorum at all meetings of the stockholders.
Section 7. Vote of Stockholders. Except as otherwise required by
law or the Certificate of Incorporation, all action by stockholders shall
be taken at a stockholders' meeting unless the Board of Directors shall
determine that such action shall be taken by written consent of
stockholders. Except as otherwise required by law or by the Certificate of
Incorporation, directors to be elected at a meeting of stockholders shall
be elected by plurality of the votes cast at such meeting by the holders of
shares entitled to vote in the election. Whenever any corporate action,
other than the election of directors, is to be taken by vote of the
stockholders at a meeting thereof, it shall be authorized by a majority of
the votes cast at such meeting by the holders of stock entitled to vote
thereon.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. Number. The number of directors constituting the Board
of Directors of the Corporation shall be such number as is fixed from time
to time in accordance with Articles 5 and 8 of the Restated Certificate of
Incorporation of the Corporation by resolution adopted by the Board of
Directors or by the stockholders, but in no event shall be less than five
nor more than forty. Each director elected by the stockholders shall hold
office until the next annual meeting of stockholders at which directors of
the class to which such director was apportioned are to be elected and
until that director's successor shall have been elected and qualified,
unless such director resigns, becomes disqualified, or is removed.
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Section 2. General Powers. The business, properties and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, which, without limiting the generality of the foregoing, shall
have power to appoint the officers of the Corporation, to appoint and
direct agents, and to grant general or limited authority to officer,
employees and agents of the Corporation to make, execute and deliver
contracts and other instruments and documents in the name and on behalf of
the Corporation and over its seal, without specific authority in each case.
In addition, the Board of Directors may exercise all the powers of the
Corporation and do all lawful acts and things which are not reserved to the
stockholders by law or the Certificate of Incorporation.
Section 3. Place of Meetings. Meetings of the Board of Directors
shall be held at the principal office of the Corporation, or at such other
place within or without the State of New Jersey as may, from time to time,
be fixed by resolution of the Board of Directors, or in the absence of such
resolution, as may be fixed by the Chairman or President.
Section 4. Organization Meeting. A newly elected Board of
Directors shall meet and organize, as soon as practicable, after each
annual meeting of stockholders, at the place of such annual meeting,
without notice of such meeting, provided a majority of the whole Board of
Directors is present. If such a majority is not present, such organization
meeting may be held at any other time or place which may be specified in a
notice given as provided in Section 6 of this Article III for special
meetings of the Board of Directors.
Section 5. Regular Meetings. The Board of Directors shall meet
without notice at lease five times each calendar year at such times and
places as shall have been previously fixed by resolution of the Board of
Directors.
Section 6. Special Meetings: Notice. Special meetings of the
Board of Directors shall be called by the Secretary on the request of the
Chairman, any Vice Chairman, the President, or the Chairman of the
Executive Committee, or on the request in writing of any five directors.
Notices of special meetings shall be mailed to each director, addressed to
the director's residence or usual place of business, not later than five
days before the day on which the meeting is to be held, or shall be sent to
the director at such place by telegraph, or be delivered personally or by
telephone, not later than twelve hours before the time and day of meeting.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice, or waiver
of notice, of such meeting, although in the ordinary course of events the
purpose of the meeting will be indicated in the notice. Unless limited by
law, the Certificate of Incorporation, the By-Laws or by the terms of the
notice thereof, any and all business may be transacted at any special meeting.
Section 7. Quorum and Manner of Acting. At every meeting of the
Board of Directors or a Committee thereof, a majority of the entire Board
of Directors or Committee, as the case may be, shall constitute a quorum;
and except as otherwise provided by law, the vote of a majority of the
directors present at any such meeting at which a quorum is present shall be
the act of the Board of Directors or the Committee. Any or all of the
Directors may participate in a meeting of the Board or a Committee of the
Board of which the director is a member by any means of communication by
which all persons participating in the meeting are able to hear each other.
Directors so participating will be deemed present.
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Section 8. Voting. On any question on which the Board of Directors
or any Committee thereof shall vote, the names of those voting and their
votes shall be entered in the minutes of the meeting when any member of the
Board or such Committee so requests. A director present at any meeting of
the Board of Directors or any Committee thereof at which any corporate
action is taken shall be presumed to have concurred in the action taken
unless such director's dissent shall be entered in the minutes of the
meeting or unless such director shall file a written dissent to such action
with the person acting as the secretary of the meeting before or promptly
after adjournment thereof. Such right to dissent shall not apply to any
director who voted in favor of such action. A director who is absent from
a meeting of the Board, or any Committee thereof of which such director is
a member, at which any such action is taken shall be presumed to have
concurred in the action unless such director shall file a dissent with the
Secretary of the Corporation within a reasonable time after learning of
such action.
Section 9. Directors' Compensation. The Board of Directors shall
have authority to determine, from time to time, the amount of compensation
which shall be paid to any of its members.
Section 10. Action Without Meeting. The Board of Directors or any
Committee thereof may act without a meeting if, prior or subsequent to such
action, all members of the Board of Directors or of such Committee consent
thereto in writing and such written consents are filed with the minutes of
the proceedings of the Board of Directors or such Committee.
Section 11. Resignations. Any director may resign at any time by
giving written notice thereof to the Corporation. Any resignation shall be
effective immediately unless a date certain is specified for it to take
effect.
Section 12. Vacancies. Any vacancy in the Board of Directors,
including a vacancy caused by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum of the Board of Directors.
Section 13. Eligibility. A person at the time of election to the
Board of Directors, at the time of any nomination pursuant to Section 14 of
this Article III, and during the continuation of directorship, must have
legal ownership, individually or jointly with another, of 1000 shares of
Common Stock of the Corporation. No person shall be eligible for election
or reelection to the Board of Directors after attaining age 73. [Amended
10/19/94]
Section 14. Notification of Nominations. Nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of the directors. Any
stockholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if written notice of such
stockholder's intent to make such nomination shall have been received by
the Secretary of the Corporation not later than (i) with respect to an
election to be held at an annual meeting of stockholders, 60 days [70 days
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effective for any stockholders meeting after April 30, 1993] in advance of
such meeting and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set forth:
(a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated, (b) a
representation that such stockholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all arrangements or
understandings between such stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such stockholder, (d) such
other information regarding each nominee proposed by such stockholder as
would have been required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by the Board of
Directors and (e) the consent of each nominee to serve as a director of the
Corporation if so elected and a representation by such nominee that such
person, at the time of notification satisfies, and, on the date of the
Annual Meeting and thereafter during the continuation of directorship, will
satisfy, the qualifications for service as a director of Section 13 of this
Article III. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
provisions, and, upon the chairman's instructions, the inspectors of
election may disregard all votes cast for each such nominee.
ARTICLE IV.
COMMITTEES OF THE BOARD: EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, shall
appoint from among its members an Executive Committee and an Audit
Committee and may appoint one or more other Committees, may appoint one of
its members to serve as Chairman of any such Committee, and may appoint one
or more directors to serve as alternate members of any such Committee.
Each Committee shall have such powers as provided in such resolution or in
the By-Laws, except that no such Committee shall:
(a) make, alter or repeal any By-Law of the Corporation;
(b) elect or appoint any director, or remove any officer or director;
(c) submit to the stockholders any action which requires approval of
the stockholders; or
(d) amend or repeal any resolution theretofore adopted by the Board
of Directors which by its terms is amendable or repealable only
by the Board of Directors.
Section 2. Regular Meetings. Meetings of a Committee of the Board
of Directors shall be held at such times and places as shall have been
previously fixed by resolution of the Committee.
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Section 3. Special Meetings. A special meeting of a Committee may
be called at any time by the Chairman of the Committee, the Chairman, or
the President; on the written request of any three members of a Committee
such meeting shall be called by one of said officers or by the Secretary.
Notice of any such special meeting shall be given to each member in the
manner provided in Section 6 of Article III for the giving of notice of a
special meeting of the Board of Directors.
Section 4. Records. Each Committee shall keep minutes of its acts
and proceedings, which shall be submitted to the Board of Directors no
later than the next meeting of the Board of Directors occurring more than
two days after the Committee meeting. Any action taken by the Board of
Directors with respect thereto shall be entered in the minutes of the Board
of Directors.
Section 5. Executive Committee. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, all the
powers of the Board of Directors in the management of the business and
affairs of the Corporation including authority to take all action provided
in the By-Laws to be taken by the Board of Directors, and may authorize the
seal of the Corporation to be affixed to all papers which may require it,
except as provided in Section 1 of this Article IV.
ARTICLE V.
AUDIT COMMITTEE
Section 1. Appointment. The Board of Directors shall appoint an
Audit Committee consisting of not less than three directors who are not
officers of the Corporation or of any of its subsidiaries, and may appoint
one of the members of such Committee to be its Chairman.
Section 2. Selection of Certified Public Accountants: Conferences
Therewith. The Audit Committee shall select and employ on behalf of the
Corporation, subject to ratification by the stockholders, a firm of
certified public accountants whose duty it shall be to audit the books and
accounts of the Corporation for the fiscal years in which they are
appointed, and who shall report to said Committee. The Audit Committee
shall confer with the auditors and shall determine, and from time to time
shall report to the Board of Directors, upon the scope of the auditing of
the books and accounts of the Corporation.
Section 3. Conferring with Officers of the Corporation. In
general, the Committee shall have the power to confer with and direct the
officers of the Corporation to the extent necessary to carry out the
purposes of this Article V.
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ARTICLE VI.
OFFICERS
Section 1. Officers. The Corporation shall have a Chairman of the
Board, who may be referred to by the title of Chairman, a President, a
Chairman of the Executive Committee, a Treasurer, a Secretary and an
Auditor, and may have one or more Vice Chairmen, and one or more Vice
Presidents and a Comptroller; and such officers shall be appointed by the
Board of Directors. The Board of Directors may also appoint such other
officers and agents as in their judgment the business of the Corporation
may require. A vacancy in any office other than that of Chairman or
President may be filled by the Chief Executive Officer until the next
meeting of the Board of Directors. The Chief Executive Officer shall also
have authority to appoint Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and Assistant Comptrollers.
Section 2. Term of Office. The Chairman and the President each
shall hold office (unless disqualified or removed by a two-thirds vote of
the members of the Board of Directors) until the next Organization Meeting
of the Board of Directors. All other officers shall hold office at the
pleasure of and until removed by the Board of Directors.
Any officer may resign at any time by giving written notice thereof
to the Corporation. Any resignation shall be effective immediately unless
a date certain is specified for it to take effect.
Section 3. Chief Executive Officer. The Board of Directors of the
Corporation may designate either the Chairman or the President to act as
Chief Executive Officer of the Corporation. The Chief Executive Officer
shall supervise the carrying out of the policies adopted or approved by the
Board of Directors and, subject to the authority of the Board of Directors,
the Chief Executive Officer shall be responsible for formulation and
execution of policy for the Corporation, and shall have authority to cause
the employment or appointment of such employees and agents of the
Corporation as the conduct of the business of the Corporation may require,
and in general to exercise all powers generally appertaining to the chief
executive officer of a corporation.
Section 4. Chairman. The Chairman shall act as chairman at
meetings of the stockholders and preside at meetings of the Board of
Directors and stockholders. The Chairman shall exercise all powers
generally pertaining to the chairman of a corporation, and shall have such
further powers and duties as may from time to time be assigned by the Board
of Directors.
Section 5. President. The President, in the absence of the
Chairman, shall preside at all meetings of the Board of Directors and the
stockholders. In the absence of the Chairman, the President shall exercise
the powers and duties of the Chairman. The President shall exercise all
powers generally appertaining to the president of a corporation, and shall
also have such further powers and duties as may from time to time be
assigned by the Board of Directors.
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Section 6. Chairman of the Executive Committee. The Chairman of
the Executive Committee, in the absence of the Chairman and the President,
shall act as chairman at meetings of the stockholders and of the Board of
Directors and shall preside at meetings of the Executive Committee and
shall also have such further powers and duties as may from time to time be
assigned by the Board of Directors.
Section 7. Vice Chairmen. The Board of Directors may appoint one
or more Vice Chairmen of the Corporation. In the absence of the President,
the Chairman, and the Chairman of the Executive Committee, their powers and
duties shall be exercised by the Vice Chairman, or if there be more than
one Vice Chairman present, by the one of them first appointed to such
office. In the absence or unavailability of the Chairman or the President,
each Vice Chairman shall have general authority to execute bonds, deeds and
contracts in the name and on behalf of the Corporation. Each of them shall
also have such further powers and duties as may from time to time be
assigned by the Board of Directors or Chairman.
Section 8. Vice Presidents. Vice Presidents shall perform such
duties and have such powers as may, from time to time, be assigned to them
by the Board of Directors or the Chief Executive Officer.
Section 9. Secretary, Treasurer and Comptroller. The Secretary,
Treasurer and Comptroller shall generally have such powers and perform all
the duties usually appertaining to their respective offices. In the
absence of the Secretary, Treasurer or Comptroller such person as shall be
designated by the Chief Executive Officer shall perform the duties of the
absent officer.
Section 10. Auditor. The Auditor is responsible for all matters
relating to accounting controls, financial controls and asset controls of
the Corporation and its subsidiaries, under direction of the Audit
Committee of the Board of Directors and the general supervision of the
Chief Executive Officer. The Auditor shall perform such additional duties
as shall be assigned by the Board of Directors, the Audit Committee, the
Chairman of the Audit Committee, and the Chief Executive Officer. In the
absence of the Auditor, such other person as shall be designated by the
Chairman of the Audit Committee shall perform the duties of the Auditor.
Section 11. Compensation. The compensation of the Chairman, the
President, the Chairman of the Executive Committee, the Vice Chairmen, and
the Auditor shall be fixed by the Board of Directors. The compensation of
all other officers and other employees and agents of the Corporation may be
fixed by the Chief Executive Officer unless determined to the contrary by
the Board of Directors.
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ARTICLE VII.
STOCK AND TRANSFERS OF STOCK
Section 1. Stock Certificates. The stock of the Corporation shall
be represented by certificates signed by the Chairman or a Vice Chairman of
the Board of Directors or the President or a Vice President and may be
countersigned by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Any or all signatures may be facsimiles. In
case any officer, Transfer Agent or Registrar who signed or whose facsimile
signature has been placed upon any certificate shall have ceased to hold
such position before such certificate is issued, it may be issued by the
Corporation with the same effect as if such officer, Transfer Agent or
Registrar held such position at the date of its issue. The certificates
representing the stock of the Corporation shall be in such form as shall be
approved by the Board of Directors.
Section 2. Transfer Agents and Registrars. The Board of Directors
may, in its discretion, appoint one or more banks or trust companies in the
Borough of Manhattan, City, County and State of New York, and in such other
city or cities as the Board of Directors may deem advisable, including any
banking subsidiaries of the Corporation, from time to time, to act as
Transfer Agents and Registrars of the stock of the Corporation; and upon
such appointments being made, no stock certificate shall be valid until
countersigned by one of such Transfer Agents and registered by one of such
Registrars. Any or all of such signatures may be facsimiles.
Section 3. Transfers of Stock. Transfers of stock shall be made on
the books of the Corporation only by the person named in the certificate,
or by an attorney lawfully constituted in writing, and upon surrender and
cancellation of a certificate or certificates for a like number of shares
of the same class of stock, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with such proof of the
authenticity of the signatures as the Corporation or its agents may
reasonably require. No transfer of stock other than on the records of the
Corporation shall affect the right of the Corporation to pay any dividend
upon the stock to the holder of record thereof or to treat the holder of
record as the holder in fact thereof for all purposes, and no transfer
shall be valid, except between the parties thereto, until such transfer
shall have been made upon the records of the Corporation.
Section 4. Lost Certificate. In case any certificate of stock
shall be lost, stolen or destroyed, the Board of Directors, in its
discretion, the Chairman, President, or Secretary or any other officer or
officers or any agent or agents thereunto duly authorized by the Board of
Directors, may authorize the issuance of a substitute certificate in place
of the certificate so lost, stolen or destroyed, and may cause or authorize
such substitute certificate to be countersigned by the appropriate Transfer
Agent (or where such duly authorized agent is the Transfer Agent may itself
countersign) and registered by the appropriate Registrar; provided, however,
that, in each such case, the applicant for a substitute certificate shall
furnish to the Corporation and to such of its Transfer Agents and Registrars
as may require the same evidence to their satisfaction, in their discretion,
of the loss, theft or destruction of such certificate and of the ownership
thereof, and also such security or indemnity as may by them be required.
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ARTICLE VIII.
CORPORATE SEAL
Section 1. Seal. The seal of the Corporation shall be in such form
as may be approved, from time to time, by the Board of Directors.
Section 2. Affixing and Attesting. The seal of the Corporation
shall be in the custody of the Secretary, who shall have power to affix it
to the proper corporate instruments and documents, and who shall attest it.
In the absence of Secretary, it may be affixed and attested by an Assistant
Secretary, or by the Treasurer or an Assistant Treasurer or by any other
person or persons as may be designated by the Board of Directors.
ARTICLE IX.
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Corporation shall
be the calendar year.
Section 2. Signatures on Negotiable Instruments. All bills, notes,
checks, or other instruments for the payment of money shall be signed or
countersigned by such officers or agents and in such manner as, from time
to time, may be prescribed by resolution (whether general or special) of
the Board of Directors, or may be prescribed by any officer or officers, or
any officer and agent jointly, thereunto duly authorized by the Board of
Directors.
Section 3. Shares of Other Corporations. The Chief Executive
Officer, or in the Chief Executive Officer's absence, the Secretary is
authorized to vote, represent and exercise on behalf of the Corporation,
all rights incident to any and all shares of any other corporation or
corporations standing in the name of the Corporation. The authority herein
granted to said officer to vote or present on behalf of the Corporation any
and all shares held by the Corporation in any other corporation or
corporations may be exercised either by said officer in person or by any
person authorized so to do by proxy or power of attorney duly executed by
said officer. Notwithstanding the above, however, the Board of Directors,
in its discretion, may designate by resolution the person to vote or
represent said shares of other corporations.
Section 4. References to Article and Section Numbers and to the
Certificate of Incorporation. Whenever in the By-Laws reference is made to
an Article or Section number, such reference is to the number of an Article
or Section of the By-Laws. Whenever in the By-Laws reference is made to
the Certificate of Incorporation, such reference is to the Restated
Certificate of Incorporation, as may be amended from time to time.
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,
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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.
This 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.
Section 6. Waiver of Notice. Any notice required by these By-Laws,
by the Certificate of Incorporation, or by law may be waived in writing by
any person entitled to notice. The waiver or waivers may be executed
either before or after the event with respect to which notice is waived.
Each director or stockholder attending a meeting without protesting, prior
to its conclusion, the lack of proper notice shall be deemed conclusively
to have waived notice of the meeting.
ARTICLE X.
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new By-Laws
adopted from time to time, by the Board of Directors at any regular or
special meeting.
bylaws 10/19/94
-12-
<PAGE>
<PAGE>
EXHIBIT (3)B.(ii)
UJB FINANCIAL CORP.
BOARD OF DIRECTORS MEETING
October 19, 1994
RESOLVED, that the retirement age provided for in the By-Laws of
the Corporation be, and it hereby is, increased from 70 to 73, the sentence
dealing with retirement from occupation be deleted as limiting the Board's
flexibility, and the sentence dealing with the 1990 Annual Meeting be
deleted as out-of-date, and that, accordingly, Article III, Section 13 of
the By-Laws of the Corporation be, and it hereby is, amended to read in its
entirety as follows:
Section 13. Eligibility. A person at the time of
election to the Board of Directors, at the time of any
nomination pursuant to Section 14 of this Article III,
and during the continuation of directorship, must have
legal ownership, individually or jointly with another,
of 1000 shares of Common Stock of the Corporation. No
person shall be eligible for election or reelection to
the Board of Directors after attaining age 73.
-1-
<TABLE>
UJB FINANCIAL CORP. Exhibit (11)
COMPUTATION OF NET INCOME PER COMMON SHARE
(dollars in thousands, except per share data)
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
------------------- ---------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Average number of common
shares outstanding
(in thousands) (A) 54,604 53,819 54,797 53,990
========= ========= ========= ========
Net income $95,827 $57,758 $38,571 $13,010
less: Preferred dividends 1,358 1,350 458 450
--------- --------- --------- --------
Net income available to
common shareholders (B) $94,469 $56,408 $38,113 $12,560
========= ========= ========= ========
Net income per common share (B)/(A) $1.73 $1.05 $0.70 $0.23
========= ========= ========= =========
<FN>
Note: The dilutive effect of stock options and equity contracts in 1994 and 1993 was not
material for all periods shown.
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)A
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
September 30, December 31, September 30,
1994 1993 1993
Assets -------------- -------------- --------------
<S> <C> <C> <C>
Cash and cash equivalents:
Cash and due from banks $ 1,035,023 $ 725,174 $ 745,769
Federal funds sold and securities purchased under agreements to resell 3,425 99,500 -
-------------- -------------- --------------
Total cash and cash equivalents 1,038,448 824,674 745,769
Interest bearing deposits with banks 18,844 19,962 18,989
Trading account securities 18,442 29,735 33,176
Investment securities available for sale 317,508 1,162,088 807,061
Investment securities:
U.S. Government and Federal agencies 1,995,798 1,485,425 2,040,362
States and political subdivisions 353,796 308,004 324,495
Other securities 1,790,212 892,221 768,652
-------------- -------------- --------------
Total investment securities 4,139,806 2,685,650 3,133,509
Loans (net of unearned discount):
Commercial 4,633,600 4,235,845 4,365,721
Mortgage 2,760,631 2,493,661 2,450,428
Instalment 2,205,327 2,014,202 2,029,746
-------------- -------------- --------------
Total loans 9,599,558 8,743,708 8,845,895
Less: Allowance for loan losses 237,745 244,154 248,886
-------------- -------------- --------------
Net loans 9,361,813 8,499,554 8,597,009
Premises and equipment 167,178 171,439 172,267
Other real estate owned, net of allowance 66,679 74,780 96,754
Accrued interest receivable 85,943 74,487 77,750
Due from customers on acceptances 25,159 20,126 19,590
Other assets 278,040 227,146 261,317
-------------- -------------- --------------
Total Assets $ 15,517,860 $ 13,789,641 $ 13,963,191
============== ============== ==============
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing demand deposits $ 3,068,346 $ 2,805,819 $ 2,725,175
Interest bearing deposits:
Savings and time deposits 8,744,877 8,719,094 8,756,048
Commercial certificates of deposit of $100,000 and over 354,112 226,586 218,376
-------------- -------------- --------------
Total deposits 12,167,335 11,751,499 11,699,599
Commercial paper 45,360 33,359 54,061
Other borrowed funds 1,792,679 586,328 775,009
Long-term debt 206,252 208,654 212,936
Accrued interest payable 29,615 23,340 36,686
Bank acceptances outstanding 25,159 20,126 19,590
Accrued expenses and other liabilities 166,469 147,083 162,633
-------------- -------------- --------------
Total liabilities 14,432,869 12,770,389 12,960,514
Shareholders' equity :
Preferred stock: Authorized 4,000,000 shares without par value:
Series B: Authorized 1,200,000 shares; issued and outstanding 600,166
in 1994 and 1993, adjustable-rate cumulative, $50 stated value 30,008 30,008 30,008
Common stock par value $1.20:
Authorized 130,000,000 shares; issued and outstanding
54,921,409 at September 30, 1994, 54,260,768 at
December 31, 1993 and 54,146,002 at September 30, 1993 65,905 65,113 64,975
Surplus 409,798 398,723 395,377
Retained earnings 584,506 525,408 512,317
Net unrealized loss on investment securities available for sale (5,226) - -
-------------- -------------- --------------
Total shareholders' equity 1,084,991 1,019,252 1,002,677
-------------- -------------- --------------
Total Liabilities and Shareholders' Equity $ 15,517,860 $ 13,789,641 $ 13,963,191
============== ============== ==============
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)B
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
<CAPTION> Nine Months Ended Three Months Ended
September 30, September 30,
----------------- -----------------
1994* 1993** 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $510,472 $505,135 $183,004 $167,901
Interest on investment securities:
Taxable 140,867 137,152 55,413 45,285
Tax-exempt 17,175 19,377 5,911 6,230
Interest on investment securities available for sale 30,442 24,304 3,651 7,368
Interest on Federal funds sold and securities
purchased under agreements to resell 255 693 12 82
Interest on trading account securities 557 1,053 120 328
Interest on deposits with banks 434 342 174 159
-------- -------- -------- --------
Total interest income 700,202 688,056 248,285 227,353
Interest Expense
Interest on savings and time deposits 173,752 211,207 59,767 65,795
Interest on commercial certificates of deposit
$100,000 and over 8,256 5,624 3,648 1,870
Interest on borrowed funds 62,890 40,017 25,887 13,693
-------- -------- -------- --------
Total interest expense 244,898 256,848 89,302 81,358
-------- -------- -------- --------
Net interest income 455,304 431,208 158,983 145,995
Provision for loan losses 55,500 74,185 18,500 24,000
-------- -------- -------- --------
Net interest income after provision for loan losses 399,804 357,023 140,483 121,995
Non-Interest Income
Service charges on deposit accounts 48,474 44,509 16,093 14,801
Service and loan fee income 30,674 25,240 11,310 9,087
Trust income 16,410 16,135 5,324 5,410
Investment securities gains (losses) 1,846 6,769 58 (4)
Trading account gains 522 1,352 434 492
Other 34,854 39,548 11,834 14,931
-------- -------- -------- --------
Total non-interest income 132,780 133,553 45,053 44,717
Non-Interest Expenses
Salaries 135,521 138,401 46,312 47,258
Pension and other employee benefits 41,721 44,230 14,292 15,042
Occupancy, net 38,492 36,680 12,363 11,953
Furniture and equipment 36,170 33,676 12,130 11,472
Other real estate provision and operating expenses 14,467 32,023 4,902 8,579
FDIC insurance assessment 20,815 21,952 6,989 5,584
Advertising and public relations 8,039 8,069 2,523 2,673
Restructuring charges - 21,500 - 21,500
Other 83,262 84,182 26,415 28,388
-------- -------- -------- --------
Total non-interest expenses 378,487 420,713 125,926 152,449
-------- -------- -------- --------
Income before income taxes 154,097 69,863 59,610 14,263
Federal and state income taxes 56,539 15,921 21,039 1,253
-------- -------- -------- --------
Income before cumulative effect of a change in accounting principle 97,558 53,942 38,571 13,010
Cumulative effect of a change in accounting principle (1,731) 3,816 - -
-------- -------- -------- --------
Net Income $ 95,827 $ 57,758 $ 38,571 $ 13,010
======== ======== ======== ========
Net Income Per Common Share:
Income before cumulative effect of a change in accounting principle $ 1.76 $ 0.98 $ 0.70 $ 0.23
Cumulative effect of a change in accounting principle (0.03) 0.07 - -
-------- -------- -------- --------
Net Income Per Common Share $ 1.73 $ 1.05 $ 0.70 $ 0.23
======== ======== ======== ========
Average Common Shares Outstanding (in thousands) 54,604 53,819 54,797 53,990
======== ======== ======== ========
<FN>
* Effective January 1994, the company adopted SFAS No.112, Accounting for Postemployment Benefits.
** Effective January 1993, the company adopted SFAS No.109, Accounting for Income Taxes.
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)C
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1994 1993
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 95,827 $ 57,758
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses and other real estate 64,426 99,946
Depreciation, amortization and accretion 23,667 19,679
Restructuring charges - 21,500
Gains on sales of investment and trading account securities (2,368) (8,121)
Gains on sales of mortgages held for sale (440) (2,798)
Gains on the sales of other real estate owned (483) (720)
Proceeds from the sales of other real estate owned 27,355 38,192
Proceeds from the sales of mortgages held for sale 134,651 232,208
Originations of mortgages held for sale (108,177) (223,694)
Net decrease (increase) in trading account securities 11,815 (9,863)
Increase in accrued interest receivable and other assets (67,853) (68,038)
Increase in accrued interest payable, accrued
expenses and other liabilities 30,694 59,505
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 209,114 215,554
----------- -----------
INVESTING ACTIVITIES
Proceeds from maturities of investment securities 837,588 712,814
Purchases of investment securities (1,601,235) (1,111,927)
Purchases of investment securities available for sale (121,594) (316,303)
Proceeds from maturities of investment securities available for sale 256,557 131,077
Proceeds from the sales of investment securities available for sale 5,109 337,000
Net decrease (increase) in interest bearing deposits with banks 1,118 (5,170)
Proceeds from the sales of loans - 84,836
Net increase in loans (969,219) (137,194)
Purchases of premises and equipment, net (10,588) (10,074)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,602,264) (314,941)
----------- -----------
FINANCING ACTIVITIES
Net increase in demand and savings deposits 270,843 105,794
Net increase (decrease) in time deposits 144,993 (493,523)
Net increase in short-term borrowings 1,220,492 123,865
Principal payments on long-term debt (5,582) (22,849)
Proceeds from the issuance of long-term debt 1,040 20,000
Dividends paid (35,068) (25,916)
Proceeds from issuance of common stock under dividend
reinvestment and other stock plans 11,524 11,527
Adjustment for pooling of a company with a different fiscal year end 2,112 -
Other, net (3,430) (445)
----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,606,924 (281,547)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 213,774 (380,934)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 824,674 1,126,703
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,038,448 $ 745,769
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid:
Interest payments $ 238,623 $ 257,561
Income tax payments 43,054 19,617
Noncash investing activities:
Loans made in conjunction with the sale of other real estate owned 7,939 13,421
Transfer of loans to other real estate 32,905 42,305
Transfer of investment securities available for sale
to investment securities 707,808 70,788
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)D
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
<CAPTION>
Net Total
Preferred Common Retained Unrealized Shareholders'
Stock Stock Surplus Earnings (Loss) Equity
-------- -------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1992 $30,008 $64,191 $384,459 $480,834 $ - $959,492
Net Income - - - 57,758 - 57,758
Cash dividends declared:
Preferred stock - Series B - - - (1,350) - (1,350)
Common Stock - - - (25,185) - (25,185)
Common stock issued:
Dividend reinvestment and other stock plans
(382,111 shares) - 459 7,864 - - 8,323
Exercise of stock options, net (270,948 shares) - 325 3,054 - - 3,379
Change in valuation allowance for
marketable equity securities - - - 260 - 260
-------- -------- --------- --------- --------- -----------
Balance, September 30, 1993 $30,008 $64,975 $395,377 $512,317 $ - $1,002,677
======== ======== ========= ========= ========= ===========
Balance, December 31, 1993 $30,008 $65,112 $398,724 $525,408 $ - $1,019,252
Adjustment for the pooling of a company with a
different fiscal year end - - 343 1,769 - 2,112
Net Income - - - 95,827 - 95,827
Cash dividends declared:
Preferred stock - Series B - - - (1,358) - (1,358)
Common Stock - - - (37,140) - (37,140)
Common stock issued:
Dividend reinvestment and other stock plans
(313,938 shares) - 377 7,667 - - 8,044
Exercise of stock options, net (346,703 shares) - 416 3,064 - - 3,480
Net unrealized loss on investment securities
available for sale - - - - (5,226) (5,226)
-------- -------- --------- --------- --------- -----------
Balance, September 30, 1994 $30,008 $65,905 $409,798 $584,506 ($5,226) $1,084,991
======== ======== ========= ========= ========= ===========
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)E
CONSOLIDATED AVERAGE BALANCE SHEETS WITH RESULTANT INTEREST AND RATES
(Tax-Equivalent Basis, dollars in thousands)
<CAPTION>
Nine Months Ended September 30
-------------------------------------------------------------
1994 1993
----------------------------- -----------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------------ -------- ------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Federal funds sold and securities purchased
under agreements to resell $ 11,308 $ 255 3.01 % $ 28,609 $ 693 3.24 %
Interest bearing deposits with banks 16,700 434 3.47 15,283 342 2.99
Trading account securities 28,862 640 2.96 31,526 1,113 4.72
Investment securities available for sale 742,865 30,442 5.46 787,023 24,304 4.12
Investment securities:
U.S. Government and Federal agencies 1,814,563 78,520 5.77 2,307,685 115,979 6.70
States and political subdivisions 318,857 25,614 10.71 348,461 28,992 11.09
Other securities 1,546,233 62,628 5.40 464,819 21,345 6.12
------------ -------- ------- ------------ -------- -------
Total investment securities 3,679,653 166,762 6.04 3,120,965 166,316 7.11
------------ -------- ------- ------------ -------- -------
Loans:
Commercial 4,392,664 242,739 7.39 4,359,674 228,496 7.01
Mortgage 2,504,403 146,090 7.78 2,461,048 152,186 8.25
Instalment 2,089,200 124,344 7.96 2,055,066 127,740 8.31
------------ -------- ------- ------------ -------- -------
Total loans 8,986,267 513,173 7.64 8,875,788 508,422 7.66
------------ -------- ------- ------------ -------- -------
Total interest earning assets 13,465,655 711,706 7.07 12,859,194 701,190 7.29
------------ -------- ------- ------------ -------- -------
Non-interest earning assets:
Cash and due from banks 886,278 839,095
Allowance for loan losses (248,906) (264,867)
Other assets 587,185 620,313
------------ ------------
Total non-interest earning assets 1,224,557 1,194,541
------------ ------------
TOTAL ASSETS $ 14,690,212 $ 14,053,735
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing liabilities:
Savings and time deposits $ 5,588,683 85,891 2.05 $ 5,450,068 96,088 2.36
Other time deposits 3,033,907 87,861 3.87 3,589,757 115,119 4.29
Commercial certificates of deposit
$100,000 and over 304,773 8,256 3.62 260,891 5,624 2.88
------------ -------- ------- ------------ -------- -------
Total interest bearing deposits 8,927,363 182,008 2.73 9,300,716 216,831 3.12
------------ -------- ------- ------------ -------- -------
Commercial paper 45,666 1,280 3.75 64,715 1,427 2.95
Other borrowed funds 1,377,173 47,916 4.65 820,564 24,065 3.92
Long-term debt 213,209 13,694 8.56 216,213 14,525 8.96
------------ -------- ------- ------------ -------- -------
Total interest bearing liabilities 10,563,411 244,898 3.10 10,402,208 256,848 3.30
------------ -------- ------- ------------ -------- -------
Non-interest bearing liabilities:
Demand deposits 2,861,635 2,503,904
Other liabilities 206,553 154,641
------------ ------------
Total non-interest bearing liabilities 3,068,188 2,658,545
Shareholders' equity 1,058,613 992,982
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,690,212 $ 14,053,735
============ ============
Net interest income (tax-equivalent basis) 466,808 3.97 % 444,342 3.99 %
======= =======
Tax-equivalent basis adjustment (11,504) (13,134)
--------- ---------
Net Interest Income $ 455,304 $ 431,208
========= =========
Net Interest Income as a Percent of Interest
Earning Assets (tax-equivalent basis) 4.63 % 4.62 %
======= =======
<FN>
Note: -The tax-equivalent adjustment was computed based on a Federal income tax rate of 35% for 1994 and 1993.
</TABLE>
<TABLE>
UJB FINANCIAL CORP. Exhibit (28)F
CONSOLIDATED RECONCILIATION OF ALLOWANCE FOR LOAN LOSSES
(dollars in thousands)
<CAPTION>
Nine Months Ended
September 30
---------------------
1994 1993
--------- ---------
<S> <C> <C>
Balance, January 1 $244,154 $277,449
Purchase accounting adjustment 1,833 -
Provision charged to expense 55,500 74,185
--------- ---------
301,487 351,634
--------- ---------
Net charge offs:
Loans charged off 74,458 112,101
Less recoveries 10,716 9,353
--------- ---------
Net loans charged off 63,742 102,748
--------- ---------
Balance, September 30 $237,745 $248,886
========= =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 1035023
<INT-BEARING-DEPOSITS> 18844
<FED-FUNDS-SOLD> 3425
<TRADING-ASSETS> 18442
<INVESTMENTS-HELD-FOR-SALE> 317508
<INVESTMENTS-CARRYING> 4139806
<INVESTMENTS-MARKET> 4030088
<LOANS> 9599558
<ALLOWANCE> 237745
<TOTAL-ASSETS> 15517860
<DEPOSITS> 12167335
<SHORT-TERM> 1838039
<LIABILITIES-OTHER> 221243
<LONG-TERM> 206252
<COMMON> 65905
0
30008
<OTHER-SE> 989078
<TOTAL-LIABILITIES-AND-EQUITY> 15517860
<INTEREST-LOAN> 510472
<INTEREST-INVEST> 188484
<INTEREST-OTHER> 1246
<INTEREST-TOTAL> 700202
<INTEREST-DEPOSIT> 182008
<INTEREST-EXPENSE> 244898
<INTEREST-INCOME-NET> 455304
<LOAN-LOSSES> 55500
<SECURITIES-GAINS> 1846
<EXPENSE-OTHER> 378487
<INCOME-PRETAX> 154097
<INCOME-PRE-EXTRAORDINARY> 97558
<EXTRAORDINARY> 0
<CHANGES> (1731)
<NET-INCOME> 95827
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.73
<YIELD-ACTUAL> 4.63
<LOANS-NON> 211155
<LOANS-PAST> 4494
<LOANS-TROUBLED> 2761
<LOANS-PROBLEM> 38533
<ALLOWANCE-OPEN> 245987
<CHARGE-OFFS> 74458
<RECOVERIES> 10716
<ALLOWANCE-CLOSE> 237745
<ALLOWANCE-DOMESTIC> 144570
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 93175
</TABLE>
