PROSPECTUS
Filed pursuant to Paragraph (b)(3) of Rule 424
Registration No. 33-58152
[LOGO]
UJB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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(SHARES OF COMMON STOCK, PAR VALUE $1.20 PER SHARE)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of UJB
Financial Corp. ("UJB") provides shareholders with a simple and convenient
method of purchasing additional shares of the common stock of UJB (the "Common
Stock"). Any holder of record of Common Stock is eligible to join the Plan.
Holders of Common Stock who do not participate in the Plan will receive cash
dividends, as declared, in the usual manner.
PARTICIPANTS IN THE PLAN MAY:
* have cash dividends on their shares of Common Stock automatically
reinvested in additional whole and fractional shares of Common Stock, and
* purchase additional whole and fractional shares of Common Stock with
optional cash payments of up to $25,000 per quarter.
Purchases of UJB Common Stock may be made directly from UJB or on the open
market, at the discretion of senior management of UJB. ALL PURCHASES BY THE PLAN
ARE CURRENTLY BEING MADE ON THE OPEN MARKET.
* When UJB Common Stock is purchased directly from UJB, the price will be
100% of the average of the high and low sale prices of a share of Common
Stock reported on the New York Stock Exchange--Composite Transactions Tape
for the period of five consecutive trading days ending on and including the
investment date. The investment date for reinvested dividends is the
dividend payment date; for optional cash payments it is the first trading
day of the month.
* When UJB Common Stock is purchased on the open market, purchases may occur
over one or more trading days and the price will be the weighted average
purchase price, including brokerage commissions, of all shares purchased by
the Plan Administrator during the investment period. The investment period
for reinvested dividends commences on the dividend payment date; for
optional cash payments it commences on the first trading day of the month.
See Questions 11 and 12 for details.
The closing price of UJB Common Stock reported on February 13, 1996 was
$37.00.
This Prospectus relates to 1,030,019 shares of UJB Common Stock which may
be (i) authorized and unissued shares of UJB Common Stock reserved for issuance
under the Plan (when the Plan is purchasing UJB Common Stock directly from UJB),
or (ii) shares of UJB Common Stock purchased by the Plan in the open market
(when the Plan is not purchasing UJB Common Stock directly from UJB) under
circumstances requiring the registration of such shares under the Securities Act
of 1933, as amended. PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY 15, 1996.
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AVAILABLE INFORMATION
UJB is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission") relating to its businesses, financial statements
and other matters. The reports, proxy statements and other information filed by
UJB may be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following regional offices of the Commission: Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago Illinois 60661-2511 and New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such materials may also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock of UJB is listed on the New York Stock Exchange, Inc.
(the "NYSE"), and reports, proxy statements and other information concerning UJB
are available for inspection at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Prospectus and made a
part hereof the following documents filed by UJB with the Commission pursuant to
the Exchange Act: (1) the Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, (2) the Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995, (3) the Current Reports
on Form 8-K dated January 19, 1995, August 1, 1995, September 10, 1995 (two at
such date) and October 27, 1995 and (4) the description of the Common Stock
contained in UJB's Registration Statement on Form 10 filed pursuant to Section
12(b) of the Exchange Act, dated August 31, 1970, and the description of the
preferred stock purchase rights appurtenant to the UJB Common Stock contained in
UJB's Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act, dated August 28, 1989, including any amendment thereto or report
filed under the Exchange Act for the purpose of updating such description. All
documents filed by UJB pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof as of
their respective dates. Such incorporation by reference will not be deemed to
specifically incorporate by reference the information referred to in Item 402(a)
(8) of Regulation S-K.
ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED MAY OBTAIN
WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN. REQUESTS
SHOULD BE DIRECTED TO: SECRETARY, UJB FINANCIAL CORP., 301 CARNEGIE CENTER, P.O.
BOX 2066, PRINCETON, NEW JERSEY 08543-2066 (TELEPHONE: (609) 987-3442).
NO PERSON HAS BEEN AUTHORIZED BY UJB TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF MADE, SUCH INFORMATION
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO PURCHASE, THE
SECURITIES OFFERED BY THIS PROSPECTUS TO OR FROM ANY PERSON, IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER DELIVERY OF
THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE UNDER THIS
PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF UJB SINCE THE DATE OF THIS PROSPECTUS.
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THE COMPANY
The principal executive offices of UJB are located at 301 Carnegie Center,
P.O. Box 2066, Princeton, New Jersey 08543-2066 and the telephone number is
(609) 987-3200.
THE PLAN
The following, in a question and answer format are the provisions of the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to give holders of record of UJB Common Stock
the opportunity to have dividends on their UJB Common Stock automatically and
fully reinvested in additional shares of UJB Common Stock and the opportunity to
invest optional cash payments in additional shares of UJB Common Stock. At the
discretion of senior management of UJB, shares may be purchased directly from
UJB or in the open market. See Question 10 below. To the extent shares are
purchased by the Plan directly from UJB, UJB will use the proceeds of such sale
for general corporate purposes.
The Plan offers holders of record of UJB common stock a convenient method
of engaging in long-term investment. The Plan is intended to facilitate
investment in UJB Common Stock by long-term investors and is not intended to
provide any person, organization or other entity with a means to engage in
transactional profit activities. UJB accordingly reserves the right to modify,
limit, condition, suspend, or terminate participation in the Plan or the
optional cash purchase feature of the Plan by any shareholder who UJB, in its
sole discretion, decides may be using the Plan for purposes which may be
inconsistent with the intended purpose of the Plan, which determination may,
without limitation, be based on activities such as frequent withdrawals of
shares from accounts, the establishment of a series of apparently related
accounts which would allow avoidance of the optional cash payment limit, or
excessive joining and terminations.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
o Full investment of funds, whether provided by dividends or optional cash
payments, is possible because the Plan credits fractional as well as whole
shares to a participant's Plan account. Fractional shares earn dividends just
like whole shares when held in a Plan account.
o Optional cash payments from a minimum of $10.00 to a maximum of $25,000
per quarter may be sent to the Plan Administrator at any time for the purchase
of additional shares of Common Stock.
o Shares are held in safekeeping by the Plan Administrator. This releases
participants from the need to keep track of multiple share certificates. Regular
statements of account provide simplified record keeping.
PLAN ADMINISTRATOR
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Chicago Trust Company of New York (sometimes referred to as the Plan
Administrator), a wholly-owned subsidiary of First Chicago Corporation, acts as
agent for participants. The Plan
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Administrator keeps records, sends statements of account to participants and
performs other administrative duties relating to the Plan. Once a participant
has joined the Plan, all correspondence concerning the Plan should be directed
to:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
P.O. BOX 2598
JERSEY CITY, NEW JERSEY 07303-2598
TELEPHONE NUMBER: (201) 324-0498
The Plan Administrator may resign on ninety (90) days notice to UJB, in
which event UJB will appoint another Plan Administrator. UJB reserves the right
to change the Plan Administrator and may name itself as Plan Administrator. UJB
will give all participants written notice of any change in the Plan
Administrator.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of record of UJB Common Stock (except residents of Canada)
are eligible to participate in the Plan.
If you are the beneficial owner of shares of UJB Common Stock registered in
the name of a broker, a bank or other nominee and you wish to Participate in the
Plan with respect to all or a portion of such shares, you must first arrange
with the broker, bank or other nominee to have those shares reregistered in your
name. This is done by requesting of the broker, bank or other nominee that a
certificate representing such shares be sent to you.
A broker, bank or other nominee who wishes to participate in the Plan may
do so but only with respect to all shares of UJB Common Stock held by the
broker, bank or nominee. If a broker, bank or other nominee elects to
participate in the Plan, it must execute an Authorization Form.
5. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT IN THE PLAN?
An eligible shareholder may become a participant in the Plan by completing
and signing an Authorization Form and returning it to the Plan Administrator at
the address given at Question 3 above.
An Authorization Form may be obtained at any time by writing First Chicago
Trust Company of New York at the address given at Question 3, by calling the
Plan Administrator at the telephone number given at Question 3, by writing to
the Corporate Secretary of UJB at the address of the principal executive offices
of UJB or by calling UJB at (609) 987-3442.
The Authorization Form directs UJB to pay to the Plan Administrator the
cash dividends on ALL shares of Common Stock registered in the name of the
shareholder who signs the Authorization Form, whether held in certificate form
or, after participation in the Plan commences, held in a Plan account. The
Authorization Form also authorizes the Plan Administrator to act as agent for
the shareholder in the use of cash dividends and optional cash payments to
purchase whole and fractional shares of UJB Common Stock in accordance with the
terms and conditions of the Plan.
If a shareholder owns UJB Common Stock under more than one form of
registration, a separate Authorization Form must be completed for each form of
registration if the shareholder wishes dividends on all of his or her shares to
be reinvested. Should a shareholder wish to consolidate shares
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held in several forms of registration into a single form of registration to
simplify participation in the Plan, he or she should contact the Plan
Administrator for information.
6. MAY I REINVEST DIVIDENDS ON ONLY PART OF THE SHARES REGISTERED IN MY
NAME?
No. The Authorization Form directs UJB to pay to the Plan Administrator all
cash dividends on all shares of UJB Common Stock registered in the name of the
shareholder who signs the Authorization Form, whether held by the shareholder in
certificate form or held in the shareholder's Plan account. See Question 5
above. Dividends on shares of Common Stock beneficially owned by a participant
or other shareholder which are held in the name of a broker, bank or other
nominee cannot be reinvested in additional shares of UJB Common Stock unless the
broker, bank or other nominee participates in the Plan or unless the participant
requests that the broker, bank or other nominee cause the shares to become
reregistered in the participant's name. See Question 4 above.
7. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
At any time. However, in order to have a particular dividend reinvested in
additional shares of Common Stock under the Plan, an Authorization Form must be
sent in sufficient time that it is received by the Plan Administrator on or
before the record date declared for that particular dividend. Dividend payment
dates have customarily fallen on the first business day of each February, May,
August and November and record dates have customarily fallen within the first
seven days of the month preceding each of these months. (Notwithstanding past
practices the Board of Directors of UJB reserves the right to set dividend
payment dates and record dates in its discretion). Therefore, as an example, in
order to have had the dividend paid February 1, 1996 reinvested in additional
Common Stock under the Plan, a shareholder would have had to have ensured that
an Authorization Form was received by the Plan Administrator on or before
January 4, 1996, which was the record date for that dividend.
An optional cash payment may be made when joining the Plan by enclosing a
check or money order, payable to "First Chicago--UJB Plan", with the
Authorization Form. An optional cash payment which accompanies the Authorization
Form will be invested in accordance with the responses to Questions 11, 12 and
13.
8. MAY A PARTICIPANT SEND HIS OR HER SHARE CERTIFICATES TO THE PLAN
ADMINISTRATOR FOR SAFEKEEPING?
Yes.
A participant may deposit any or all share certificates representing UJB
Common Stock with the Plan Administrator. The participant may do so at the time
he or she sends the Authorization Form to the Plan Administrator or at any time
thereafter. The Plan Administrator strongly recommends that any share
certificates sent to it for the foregoing purpose be accompanied by clear
instructions and be sent by registered, insured mail, return receipt requested
and properly insured in an amount equal to the premium for a replacement bond
(currently 2% of the market value of the certificates mailed). Contact the Plan
Administrator if you would like assistance in calculating the premium for the
replacement bond. Certificates need not be endorsed. The Plan Administrator will
cancel share certificates so received, reregister the shares represented thereby
in the name of the Plan Administrator or its nominee and credit the
participant's Plan account with the appropriate number of shares. The
participant may thereafter request certificates for any number of whole shares
credited to his or her Plan account in accordance with the response to Question
19, but the Plan Administrator
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reserves the right to refuse any such request in the event of excessive
certificate deposit and withdrawal activity.
COSTS
9. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN?
There Are No Fees Or Charges To A Participant For Joining The Plan.
With respect to purchases of additional shares of UJB Common Stock under
the Plan; (i) when UJB Common Stock is purchased directly from UJB, no brokerage
commission or service fee will be charged; (ii) when UJB Common Stock is
purchased in the open market, a brokerage commission will be charged but no
service fee will be assessed.
Upon a withdrawal from or termination of the Plan pursuant to which a
participant chooses to receive certificates for shares held in the participant's
Plan account, the participant will be charged only the nominal brokerage
commission incurred in selling the participant's fractional shares, if any, in
the open market. Participants who request that the Plan Administrator sell their
shares upon a withdrawal from or termination of the Plan will be charged a
service fee and any brokerage commissions and taxes incurred by the Plan
Administrator in the sale. See Question 22 for details.
PURCHASES
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
At the discretion of senior management of UJB shares of Common Stock
purchased under the Plan may be purchased directly from UJB or in the open
market. Senior management will exercise its discretion based on the best
interests of UJB. Shares purchased directly from UJB will be issued by UJB out
of its legally authorized but unissued shares of Common Stock, shares of issued
Common Stock held in UJB's treasury, if any, or both.
11. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED THROUGH THE PLAN?
The purchase price for shares of Common Stock purchased through the Plan
directly from UJB will be 100% of the average of the high and low sale prices of
UJB Common Stock as reported on New York Stock Exchange--Composite Transactions
Tape, or other authoritative sources, for the period of five consecutive trading
days ending on the investment date, as defined in the response to Question 12. A
"trading day" for purposes of this Plan is a day on which the trade of at least
one share of UJB Common Stock is reported on the New York Stock
Exchange--Composite Transactions Tape. If during the ten days immediately
preceding and ending on the investment date that the securities markets are open
for trading there occur fewer than five "trading days", then the purchase price
shall be determined by UJB senior management on the basis of such information as
it considers best reflects market value.
In the case of purchases of UJB Common Stock on the open market the price
will be the weighted average purchase price, including brokerage commissions, of
shares purchased by the Plan Administrator for the Plan during the relevant
investment period, as defined in the response to Question 12.
12. WHEN WILL THE PLAN PURCHASE SHARES OF UJB COMMON STOCK?
Purchases of Common Stock directly from UJB with reinvested dividends will
occur on the payment date of a particular dividend if that date is a trading
day, or the first trading day following the dividend payment date if the payment
date is not a trading day.
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Purchases of Common Stock directly from UJB with optional cash payments
will occur on the first trading day of each month. All optional cash payments
received by the Plan Administrator on or before that day (and subsequent to the
first trading day of the previous month) will be used to purchase additional
Common Stock. See Question 15.
Dates on which Common Stock is purchased directly from UJB with reinvested
dividends or optional cash payments are referred to in this Prospectus as
"investment dates".
Purchases of Common Stock on the open market may be made in one or more
trades over one or more trading days but will always commence, in the case of
reinvested dividends, on the dividend payment date or, if the dividend payment
date is not a trading day, on the first trading day following the dividend
payment date and, in the case of optional cash payments, on the first trading
day of a particular month. The periods during which Common Stock is purchased on
the open market, whether with reinvested dividends or optional cash payments,
are referred to in this Prospectus as "investment periods". No investment period
will extend more than 30 days beyond the first day of the investment period,
except where a longer period is made advisable or necessary by applicable
securities laws. Purchases may be made on any securities exchange where UJB
Common Stock is traded, in the over-the-counter market, or by negotiated
transaction and may be subject to such price, delivery or other terms as the
Plan Administrator may agree to. Neither UJB nor any participant shall have any
authority or power to direct the time or price at which UJB Common Stock is
purchased, the selection of the broker or dealer or from whom purchases are
made, or any other terms of purchases.
13. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE
DETERMINED?
Each participant's account will be credited with that number of shares,
including fractional shares, computed to three decimal places, equal to the
total amount to be invested on behalf of the participant divided by the purchase
price per share (determined as set forth in the response to Question 11).
OPTIONAL CASH PAYMENTS
14. HOW CAN I PURCHASE UJB COMMON STOCK WITH OPTIONAL CASH PAYMENTS?
An optional cash payment is cash sent to the Plan Administrator by a
participant for the purpose of purchasing additional UJB Common Stock under the
Plan. An optional cash payment may be sent to the Plan Administrator when
returning the Authorization Form or at any time thereafter. No purchases will be
made with optional cash payments of less than $10.00. Any optional cash payment
below that amount will be returned to the participant. Optional cash payments
may not exceed $25,000 per quarter. A "quarter", as used in this Prospectus, is
the three-month period which commences on the first day of each of February,
May, August, and November. In the event dividend payment dates cease to be the
first business day of each of these months, a "quarter" for purposes of this
Prospectus may be redefined. Optional cash payments should be accompanied by an
Authorization Form, if you are joining the Plan, or, if you already participate
in the Plan, by a letter of instruction or the cash payment form which is
attached to each Dividend Reinvestment and Stock Purchase Plan account
statement. UJB reserves the right in its sole discretion to suspend without
prior notice the purchase of additional UJB Common Stock with optional cash
payments and to refund any optional cash payment to the participant.
Optional cash payments may be made by means of a canceled check or money
order, payable to "First Chicago--UJB Plan". Please write your Plan Account
Number on the check or money order.
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Your Plan Account Number appears on account statements sent to you after each
purchase of shares for your Plan Account. Unless mailed with an Authorization
Form, optional cash payments should be mailed to: First Chicago Trust Company of
New York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, New Jersey
07188-0001.
15. WHEN MAY OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments may be made at any time. If UJB Common Stock is
being purchased directly from UJB, on each investment date the Plan
Administrator will purchase additional shares of UJB Common Stock with all
optional cash payments received on or before that investment date (and
subsequent to the immediately preceding investment date). If UJB Common Stock is
being purchased in the open market, during each investment period the Plan
Administrator will purchase additional shares of UJB Common Stock with all
optional cash payments received on or before the first trading day of the
investment period (and subsequent to the first trading day of the immediately
preceding investment period). Any optional cash payment will be refunded if a
written request for such refund is received by the Plan Administrator at least
two business days before either the next investment date or the commencement of
the next investment period, as the case may be.
NO INTEREST WILL BE PAID ON ANY OPTIONAL CASH PAYMENTS HELD FOR INVESTMENT.
16. IS A PARTICIPANT OBLIGATED TO MAKE OPTIONAL CASH PAYMENTS?
No. While the optional cash payment feature offers a participant the
opportunity to increase his or her ownership of UJB Common Stock, a participant
is not required to make optional cash payments.
REPORTS TO PARTICIPANTS
17. WILL REPORTS BE SENT TO PARTICIPANTS IN THE PLAN?
Yes. A participant will generally receive a statement of account within two
weeks after each investment for his or her Plan account. Statements of account
should be retained for income tax purposes. In addition, the Plan Administrator,
will distribute to each participant a copy of all reports sent to UJB's
shareholders of record, including UJB's Quarterly Reports, Annual Report to
Shareholders, Notice of Annual Meeting and Proxy Statement.
DIVIDENDS
18. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. UJB pays dividends, as declared, to all record holders of its Common
Stock. The Plan Administrator, as the record holder of Common Stock held in
participants' Plan accounts, receives the dividends paid on shares held in
participants' Plan accounts as of a particular record date and allocates to each
Plan account dividends equal to the number of whole and fractional shares in the
account times the dividend rate paid. The Plan Administrator then reinvests such
dividends in additional shares of UJB Common Stock computed to three decimal
places and credits such shares to the respective participants' Plan accounts.
There are circumstances under which UJB Common Stock purchased in the open
market with optional cash payments in the month of a dividend record date would
not be entitled to receive the
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dividend which is paid on account of such record date. This result would occur
if the optional cash purchase did not settle before the record date. Normally,
settlement of a stock transaction in the open market occurs three business days
after the transaction date. As an example, if a purchase with optional cash
payments were made in the open market on January 2 and the record date for the
next UJB dividend were January 4, the UJB Common Stock so purchased would not be
entitled to receive the January 4 dividend because the purchase would not have
settled, and participants would not have become record owners of such UJB Common
Stock, until January 5 (assuming January 2, 3, 4 and 5 are trading days for
purposes of this example). (A stock's "ex-dividend date" is usually reported in
the financial press. An ex-dividend date represents the date as of which the
particular stock trades on the stock exchanges without the right to receive that
stock's most recently declared dividend, assuming a normal settlement period for
the trade). This same result would occur if the investment period for a
particular month's optional cash purchases were to extend to or beyond an
ex-dividend date. Record ownership for the shares purchased during such an
investment period would not be entered in UJB's stock ownership records until
all purchases made during the investment period had settled, which would be
after the relevant record date.
While it is the intention of UJB to continue paying dividends, the Board of
Directors of UJB has sole discretion in setting the amount of, record date and
payment date for any dividend.
CERTIFICATES FOR SHARES
19. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED UNDER THE PLAN?
Normally, shares purchased under the Plan are registered in the name of the
Plan Administrator or its nominee and individual share certificates are not
issued to participants. This service protects against the loss, theft or
destruction of the stock certificates representing Plan shares. However, the
Plan Administrator will issue certificates for part or all of the whole shares
which are credited to a participant's account under the Plan upon that
participant's written request for such certificates. This request should be
mailed to the Plan Administrator at the address indicated in the response to
Question 3. Even after the Plan Administrator has issued certificates to a
participant for some or all of the whole shares held in his or her Plan account,
dividends on all shares registered in a participant's name will continue to be
reinvested in additional Common Stock pursuant to the Plan. Of course, if a
participant withdraws from the Plan the automatic reinvestment of dividends will
stop. If a participant causes some or all of his or her certificated shares to
be reregistered in another name, because of a sale or gift of these shares, for
example, dividends on the reregistered shares will not be reinvested in
additional Common Stock under the Plan unless an Authorization Form with respect
to such shares is received by the Plan Administrator.
Shares held by the Plan Administrator in the account of a participant may
not be pledged or assigned. A participant who wishes to pledge or assign such
shares must first request that the Plan Administrator issue certificates for
such shares.
A certificate for a fractional share will not be issued under any
circumstances.
20. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan are registered in the name or names in which the
Common Stock certificates of a shareholder were registered at the time the
shareholder joined the Plan. Consequently, certificates for whole shares will be
similarly registered when issued.
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WITHDRAWALS
21. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may request to withdraw from the Plan at any time. If a
request to withdraw is received by the Plan Administrator after the payment date
for one dividend but before the record date of the next dividend payment, then
the request to withdraw will be processed by the Plan Administrator as soon as
practicable after receipt and all dividends paid after the date of such receipt
will be paid to the individual in cash, unless the individual rejoins the Plan.
If a request to withdraw is received by the Plan Administrator on the
record date for a particular dividend, or after the record date for a particular
dividend but three or more business days before the payment date for that
dividend, the Plan Administrator will process the request to withdraw as soon as
practicable after its receipt and pay the relevant dividend in cash.
If a request to withdraw is received by the Plan Administrator less than
three business days before the payment date for a particular dividend, the Plan
Administrator will reinvest the relevant dividend in additional UJB Common Stock
for the participant's Plan account (in accordance with the response to Question
12) but sell in the open market as soon thereafter as practicable the shares so
purchased and send to the participant a check representing the proceeds of the
sale, less the applicable brokerage commission, service fee (currently $10, but
subject to change) and transfer taxes, if any.
Any optional cash payment received from a participant by the Plan
Administrator prior to the receipt of a request to withdraw from that same
participant will be invested for the participant unless return of the optional
cash payment is specifically requested in the request to withdraw and such
request is received by the Plan Administrator at least two business days before
either the next investment date of the commencement of the next investment
period. Where a participant fails to request the return of an optional cash
payment in the circumstances just described at least two business days before
either the next investment date or the commencement of the next investment
period, the investment of the optional cash payment in additional Common Stock
after the processing of the request to withdraw which occurs as a consequence of
this failure will result in that participant's reenrollment in the Plan.
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
By sending a signed, written request to withdraw to the Plan Administrator.
Upon electing to withdraw from the Plan, a participant must choose between the
following two payment methods:
1. PAYMENT METHOD ONE. The Plan Administrator will send to the participant
a certificate representing the whole shares of UJB Common Stock held in the
participant's Plan account and a check representing the proceeds of a sale on
the open market of any fractional share in the Plan account minus a nominal
brokerage commission, any taxes incurred by the Plan Administrator and any
service fee (currently none, but subject to change).
2. PAYMENT METHOD TWO. The participant may, upon a withdrawal from the
Plan, request that all shares credited to the participant's account in the Plan
be sold by the Plan Administrator. If a participant requests such sale, then the
Plan Administrator will arrange for the sale of all of the participant's shares
as soon as practicable thereafter. Following the sale, the Plan Administrator
will send the participant a check representing the proceeds of sale, less any
applicable brokerage commissions, service fee (currently $10 but subject to
change) and taxes, if any.
If you send a request to withdraw to the Plan Administrator but fail to
select a payment method, Payment Method One will be followed.
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A participant may also elect to have the Plan Administrator sell a portion
of the UJB Common Stock held in the participant's Plan Account. Following the
sale, which the Plan Administrator will arrange as soon as practicable following
receipt of such an election, the Plan Administrator will send the participant a
check representing the proceeds of sale, less any applicable brokerage
commissions, service fee (currently $10 but subject to change) and taxes, if
any.
Whenever a participant is not the owner of at least ten shares (either in
certificate form or through the participant's Plan account), the Plan
Administrator may, if instructed by UJB, terminate the Plan account, sell the
shares (subject to applicable brokerage commissions, service fees and transfer
taxes, if any) and send the participant the net proceeds of the sale. Such
interests may be sold, in the discretion of senior management of UJB, on the
open market or to other Plan participants. Such sale shall occur on the first
investment date following the termination of the Plan account. If the sale is
made to Plan participants, the amount to be paid for such shares by the Plan
Administrator, and the net proceeds to be received by the terminated
participant, will be based on the five-day average share price calculated in
accordance with the response to Question 11. If the sale is made on the open
market, the amount to be paid to the terminated participant for such shares will
be equal to the proceeds of such sale after the applicable brokerage commission,
service fee and transfer taxes, if any, have been deducted (all as described in
connection with Payment Method Two).
Participation in the Plan will terminate when the Plan Administrator
receives proper notice of the death of the holder of a Plan account which is
registered solely to that holder. Because the requirements for such notice vary
greatly, depending on the state of residence of the participant and form of
registration of the participant's Plan account, the Plan Administrator should be
contacted at the address or phone number listed in the response to Question 3 in
the event of such death.
23. WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT
SELLS OR TRANSFERS TO OTHER PERSONS ALL OF THE COMMON STOCK CERTIFICATES
REGISTERED IN HIS OR HER NAME?
If a participant sells or otherwise transfers all certificates registered
in the participant's name, dividends on shares held by the Plan Administrator in
the participant's Plan account will continue to be reinvested in additional
Common Stock unless request to withdraw is received by the Plan Administrator.
24. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
Generally, an eligible shareholder may rejoin the Plan at any time.
However, UJB and the Plan Administrator, reserve the right to reject any
Authorization Form from a previous participant on grounds of excessive joining
and withdrawal activity.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
25. IF UJB HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL THE RIGHTS OFFERED
WITH RESPECT TO SHARES HELD IN PLAN ACCOUNTS BE HANDLED?
Warrants representing rights offered with respect to the whole shares of
Common Stock credited to the Plan account of a participant (as well as the
warrants relating to shares held in certificate form by such participant) will
be mailed directly to the participant in the same manner as warrants are mailed
to shareholders of record who do not participate in the Plan.
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26. WHAT HAPPENS IF UJB ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Whole and fractional shares of UJB Common Stock distributable to Plan
participants in a stock dividend or stock split on shares held in Plan accounts
will be distributed by UJB to the Plan Administrator who will then allocate such
shares to participants' Plan accounts. If a Plan participant also holds Common
Stock in certificate form, the Plan Administrator will issue and mail to the
participant certificates representing the whole shares of Common Stock
distributable on such shares held in certificate form, and a check in lieu of
any related fractional share.
VOTING RIGHTS
27. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL
MEETINGS OF SHAREHOLDERS?
If a participant holds shares of Common Stock in certificate form as well
as shares in a Plan account, the participant will receive a single proxy card
covering the shares held in certificate form and the whole shares held in the
participant's Plan account. If the participant holds no shares in certificate
form, the participant will receive a proxy card for the whole shares held in his
or her Plan account.
If a properly signed proxy card is returned, the participant's whole
shares, whether in certificate form or held in a Plan account, will be voted as
directed on the proxy card. If a properly signed proxy card is returned without
direction with respect to any item thereon, all of a participant's shares--those
held in certificate form, if any, and whole shares held in the participant's
Plan account--will be voted in accordance with the recommendations of UJB's
Board of Directors. If the proxy card is not returned or if it is returned
unsigned, none of the participant's whole shares, whether held in certificate
form or held in a Plan account, will be voted unless the participant attends the
shareholder meeting and votes his or her shares in person.
FEDERAL INCOME TAX CONSEQUENCES
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
When purchases of UJB Common Stock with reinvested dividends are made
directly from UJB, a participant should include in gross income a dividend equal
to the number of shares (including fractional shares) of UJB Common Stock so
purchased multiplied by the fair market value of a share of UJB Common Stock or
the dividend payment date. It is possible that the aggregate fair market value
of UJB Common Stock purchased with reinvested dividends could differ from the
amount actually distributed as the dividend and used to make the purchase. This
result is possible because the fair market value of a share of UJB Common Stock,
as determined for federal income tax purposes, is the average of the high and
low sale prices of UJB Common Stock on the relevant dividend payment date,
whereas the price per share paid by the Plan Administrator for UJB Common Stock
purchased under the Plan is determined by averaging the high and low sale prices
of UJB Common Stock over the period of five consecutive trading days ending on
and including the relevant investment date. A participant's basis in shares
purchased from UJB with reinvested dividends will be the aggregate fair market
value of such shares on the relevant dividend payment date.
A participant should recognize no income, gain or loss when UJB Common
Stock is purchased directly from UJB with an optional cash payment. A
participant's basis in such shares should be the amount of the optional cash
payment.
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When purchases of UJB Common Stock with reinvested dividends are made in
the open market, a participant should include in gross income an amount equal to
the dividend reinvested. A participant's basis in shares acquired in the open
market will be the amount of the dividend reinvested or optional cash payment
invested, as appropriate.
The dividends-received deduction applicable to corporations generally
equals 70% of the dividends received. Corporate shareholders should be aware
that the Internal Revenue Code contains rules limiting the availability of the
dividends-received deduction including, but not limited to, rules applicable to
indebtedness directly attributable to the investment in the stock and rules
relating to shareholder's holding period for the stock.
A participant will not recognize income, gain or loss when he or she
receives certificates for whole shares credited to his or her Plan account,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, if a participant, upon withdrawal from or
termination of the Plan, requests that the Plan Administrator sell any shares
(including any fractional share) of UJB Common Stock then held in his or her
Plan account, the participant will recognize gain (or loss) in an amount equal
to the difference between the net proceeds of the sale and the participant's
basis in such shares or fractional share. Such gain or loss will be capital in
character if such shares are a capital asset in the hands of the participant.
The holding period for all shares of Common Stock purchased through
participation in the Plan commences on the day following the relevant investment
date.
Statements of account will be received by a participant following each
purchase of Common Stock for his or her Plan account. The statements of account
will show for all such purchases the per share price paid by the Plan
Administrator for the Common Stock (which will include brokerage commissions in
the case of Common Stock purchased in the open market). In the case of Common
Stock purchased directly from UJB with reinvested dividends, the statements of
account will additionally show the fair market value of the Common Stock so
purchased. IRS Form 1099-DIV (or an IRS successor form) mailed to participants
following year-end will report dividend income based on the fair market value of
UJB Common Stock, as determined for federal income tax purposes.
29. HOW ARE THE UNITED STATES INCOME TAX WITHHOLDING PROVISIONS APPLIED TO
FOREIGN SHAREHOLDERS?
In the case of those foreign shareholders whose Common, Stock dividends are
subject to United States federal income tax withholding the amount of tax
required to be withheld will be deducted from the dividend received for the Plan
account of the foreign shareholder and the amount remaining will be reinvested
in additional shares of Common Stock.
The discussion set forth above is included for general purposes only. Each
participant is urged to consult his or her own tax advisor as to the
consequences to him or her of participating in the Plan under federal and
applicable state, local and foreign tax laws.
RESPONSIBILITY OF THE PLAN ADMINISTRATOR
30. WHAT ARE THE RESPONSIBILITIES OF THE PLAN ADMINISTRATOR?
The Plan Administrator takes receipt of dividends payable to Plan
participants and of optional cash payments sent by participants and invests such
amounts in additional shares of UJB Common Stock. The Plan Administrator also
maintains continuing records of each participant's Plan account,
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holds in a nominee name all shares purchased for participants and advises
participants of all transactions in and the states of their accounts. The Plan
Administrator acts in the capacity of agent for the participants.
All notices from the Plan Administrator to a participant will be addressed
to the participant's last address of record with the Plan Administrator. The
mailing of a notice to a participant's last address of record will satisfy the
Plan Administrator's duty of giving notice to such participant. NOTICES OF
CHANGE OF ADDRESS SHOULD BE SENT TO THE PLAN ADMINISTRATOR AT THE ADDRESS AT
QUESTION 3.
The Plan Administrator, its nominee or nominees, and UJB shall not have any
responsibility beyond the exercise of ordinary care for any reasonable and
prudent actions taken or omitted pursuant to the Plan including, without
limitation, any claim or liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of notice
in writing of such death, nor shall they have any duties, responsibilities or
liabilities except as are expressly set forth in the Plan.
The Plan Administrator has no responsibility with respect to the
preparation and contents of this Prospectus, the prices at which shares are
purchased or sold for participants' accounts, the times when purchases or sales
are made or fluctuations in the market value of UJB Common Stock.
SUSPENSION OR TERMINATION OF THE PLAN
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While UJB hopes to continue the Plan indefinitely, UJB reserves the right
to suspend or terminate the Plan, any feature of the Plan, such as optional cash
payments, or any participant's Plan account at any time. UJB also reserves the
right to interpret and make modifications in the Plan. Any such suspension,
termination or modification will be announced to affected participants.
OTHER INFORMATION
32. WHAT LIMITATIONS ARE IMPOSED ON A PARTICIPANT WITH RESPECT TO ASSETS
HELD UNDER THE PLAN?
A participant has no right to draw checks or drafts against his or her Plan
account and he or she has no right to give instructions to the Plan
Administrator with respect to any Common Stock held in or cash held for a Plan
account except instructions expressly provided for in this Prospectus. In
addition, a participant may not pledge or assign Common Stock held in a Plan
account as collateral without first requesting and obtaining issuance of a
certificate for the whole shares to be pledged as provided in the response to
Question 19.
33. WHO BEARS THE RISK OF FLUCTUATIONS IN THE MARKET PRICE OF UJB'S COMMON
STOCK?
A participant's investment in UJB Common Stock held in a Plan account is no
different with regard to market risk than an investment in Common Stock held in
certificate form. A participant bears the risk of loss (and receives any benefit
of gain) occurring by reason of fluctuations in the market price of UJB Common
Stock held in a Plan account.
NEITHER UJB NOR THE PLAN ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON ANY SHARES PURCHASED UNDER THE PLAN.
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EMPLOYEES
34. IF I AM AN EMPLOYEE OF UJB OR ONE OF ITS AFFILIATED COMPANIES, MAY I
PARTICIPATE IN THE PLAN?
Yes. Employees who wish to have their dividends reinvested and also to have
optional cash payments made by means of payroll deductions may participate in
the Plan whether or not they already hold UJB Common Stock registered in their
own name. Deductions will be made only from the first two salary or wage
payments made each month, regardless of the number of such payments occurring in
any given month. The minimum deduction per pay period is $5.00 ($10.00 per
month) and the maximum reduction per pay period is $500.00 ($1,000.00 per
month). Employees who wish to enroll in the payroll deduction program should
contact their personnel representative to obtain the appropriate Authorization
Form. Employees who wish to participate in the Plan but not through payroll
deductions may do so in the manner provided for shareholders of record, as long
as they are the record holder of at least one whole share of UJB Common Stock.
See Questions 4 and 5.
35. ARE EMPLOYEES RESTRICTED IN ANY WAY FROM RESELLING SHARES OF UJB COMMON
STOCK ACQUIRED UNDER THE PLAN?
Some employees are so restricted. Employees who are "affiliates" of UJB, as
that term is defined in Rule 405 promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, may
not publicly reoffer shares acquired under the Plan except pursuant to Rule 144
of the Commission or pursuant to an effective Registration Statement. Rule 405
defines an "affiliate" as a person who directly, or indirectly through one or
more intermediaries, controls, is controlled by or is under common control with
UJB. Directors and executive officers of UJB are deemed to be "affiliates" of
UJB under this definition. UJB has no present intention of filing a Registration
Statement which would permit UJB "affiliates" to reoffer, outside of Rule 144,
Common Stock acquired under the Plan.
Employees who are not affiliates of UJB are free to sell at any time UJB
Common Stock acquired under the Plan.
Executive officers and Directors participating in the Plan are subject to
the reporting obligations of Section 16(a) and the short-swing profit recovery
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with respect to purchases of UJB Common Stock made under
the Plan with optional cash payments. While executive officers and Directors are
not subject to the short-swing profit recovery provisions of Section 16(b) of
the Exchange Act with respect to purchases of UJB Common Stock made under the
Plan with reinvested dividends, such purchases must be disclosed on reports
filed pursuant to Section 16(a) of the Exchange Act.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed upon for
UJB Financial Corp. by Richard F. Ober, Jr., Esq., Executive Vice President,
General Counsel and Secretary of UJB. On February 15, 1996, Mr. Ober owned
23,957 shares of Common Stock and options to purchase 74,152 shares of Common
Stock at a weighted average exercise price of $20.73 per share.
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EXPERTS
The consolidated financial statements of UJB Financial Corp. and
subsidiaries as of December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994, included in UJB's Annual Report on
Form 10-K, incorporated by reference herein and in the Registration Statement,
have been incorporated by reference herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP with respect to UJB Financial Corp. and
subsidiaries for the year ended December 31, 1994 refers to a change in the
method of accounting for certain investments and post employment benefits in
1994 and to a change in the method of accounting for income taxes in 1993.
INDEMNIFICATION
Article IX, Section 5 of the By-Laws of UJB provides, in effect, that to
the extent and under circumstances permitted by the New Jersey Business
Corporation Act, UJB shall indemnify its Directors, officers and employees. In
addition, UJB has purchased insurance policies which provide coverage for its
Directors, officers and employees in certain situations.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers or persons controlling UJB
pursuant to the foregoing provisions, UJB has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by UJB of expenses incurred or paid by a
Director, officer or controlling person of UJB in the successful defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person in connection with the shares offered hereby, UJB will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION ........................ 1
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE ...................... 1
THE COMPANY .................................. 2
THE PLAN ..................................... 2
Purpose .................................... 2
Advantages ................................. 2
Plan Administrator ......................... 2
Participation .............................. 3
Costs ...................................... 5
Purchases .................................. 5
Optional Cash Payments ..................... 6
Reports to Participants .................... 7
Dividends .................................. 7
Certificates for Shares .................... 8
Withdrawals ................................ 9
Rights Offerings, Stock Dividends
and Stock Splits .......................... 10
Voting Rights .............................. 11
Federal Income Tax Consequences ............ 11
Responsibility of the Plan
Administrator ............................. 12
Suspension or Termination of the
Plan ...................................... 13
Other Information .......................... 13
Employees .................................. 14
LEGAL MATTERS ................................ 14
EXPERTS ...................................... 15
INDEMNIFICATION .............................. 15
SHARES
of
COMMON STOCK
[LOGO]
UJB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
February 15, 1996
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