SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Central Jersey Financial Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
153776 10 9
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(CUSIP Number)
Richard F. Ober, Jr., Esq., Summit Bancorp.
301 Carnegie Center, P.O. Box 2066,
Princeton, NJ 08543-2066 (609) 987-3430
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b (3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with the statement.
[ ] (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent of such class. See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on the following pages)
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<PAGE>
CUSIP No. 153776 10 9
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1) Name of Reporting Person's S.S. or I.R.S. Identification Nos.
of Above Person
Summit Bancorp.
IRS Identification No. 22-1903313
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [ ]
(b) [ ]
N/A
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items
2(d) or 2(e) [ ]
N/A
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6) Citizenship or Place of Organization
New Jersey
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Number of (7) Sole Voting Power
Shares Bene- 660,261 *
ficially Owned -----------------------------------------------------------
by Each (8) Shared Voting Power
Reporting Per- -0-
son With -----------------------------------------------------------
(9) Sole Dispositive Power
660,261 *
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(10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
660,261 *
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions) [ ]
N/A
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13) Percent of Class Represented by Amount in Row (11)
20.64% *
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14) Type of Reporting Person (See Instructions)
CO
* Includes 530,986 shares which may be acquired upon the exercise
of an option currently not exercisable within 60 days, as to
which beneficial ownership is disclaimed.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
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On July 29, 1996, Summit purchased 15,000 shares of the Issuer's
Common Stock in open market transactions at a price of $30.25 per
share and on July 30, 1996 Summit purchased 20,500 shares of the
Issuer's Common Stock in open market transactions at a price of
$30.50 per share, for an aggregate purchase price of $1,079,000.
The purchase price was paid with working capital funds.
On May 23, 1996, Summit and Issuer, a corporation and savings and
loan holding company registered under the federal Home Owners' Loan
Act of 1933, entered into a Stock Option Agreement (the "Central
Jersey Option Agreement") pursuant to which, in consideration of
the covenants and agreements of Summit contained therein and in the
Merger Agreement (defined below), and as an inducement to Summit to
enter into the Merger Agreement, Issuer granted to Summit an option
to purchase up to an aggregate of 530,986 shares of the Common
Stock of Issuer at the per share price of $27.00 (the "Central
Jersey Option").
Summit is not now able to identify the source of funds which
would be used if it were to exercise the Central Jersey Option in
whole or in part. In the event the need to exercise the Central
Jersey Option arises, Summit will determine at that time the
appropriate source of the funds, up to $14,336,622 needed to
exercise the Central Jersey Option.
Prior to May 23, 1996, Summit acquired in the open market 93,775
shares of Central Jersey Common Stock for investment purposes in
the ordinary course of business.
Item 4. Purpose of the Transaction.
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On May 22, 1996, Summit and Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for, among other
things, (i) the merger of Issuer into Summit (the "Merger") and
(ii) the exchange of outstanding shares of the Common Stock of
Issuer ("Issuer Common") for shares of the Common Stock of Summit
("Summit Common"), at an exchange ratio to be determined during a
period immediately preceeding the closing of the Merger but which
will not be greater than .9913 nor less than .875, with cash being
paid in lieu of issuing fractional shares of Summit Common; all
upon the satisfaction of the terms and conditions set forth in the
Merger Agreement, including the receipt of approval from the
shareholders of Issuer, the Board of Governors of the Federal
Reserve System, the Office of Thrift Supervision of the Department
of Treasury and the New Jersey Commissioner of Banking and
Insurance.
On May 23, 1996, in connection with and in consideration of the
execution of the Merger Agreement, Issuer granted to Summit the
Central Jersey Option, an option to purchase, under certain
circumstances, up to 530,986 shares of Issuer Common. The exercise
price of the Central Jersey Option was arrived at by mutual
agreement of the parties.
Summit and Issuer, in accordance with the terms of the Merger
Agreement, plan to merge Issuer with and into Summit upon the
satisfaction of all conditions set forth in the Merger Agreement.
The Central Jersey Option was acquired by Summit and granted by
Issuer for the purpose of decreasing the likelihood that third
parties would initiate actions, including the acquisition of
significant amounts of the Common Stock of Issuer, having the
effect of interfering with the contractual relationship established
by the Merger Agreement or hindering the consummation of the Merger
contemplated by the parties and of assisting Issuer, if necessary,
in obtaining the requisite shareholder approval of the Merger.
In furtherence of Summit's Plans with respect to the Merger
described above, Summit purchased 35,500 shares of the Issuers
Common Stock on July 29th and 30th, 1996, as described in Item 3
above.
Item 5. Interest in Securities of the Issuer.
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(a) Summit beneficially owns 129,275 shares of the Issuer's
Common Stock. In addition, Summit has the right and option to
acquire 530,986 shares of Issuer Common pursuant to the Central
Jersey Option. Summit disclaims beneficial ownership of the
530,986 shares which could be acquired, under certain
circumstances, pursuant to the Central Jersey Option, inasmuch as
such option is currently not exercisable within 60 days.
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<PAGE>
The 129,275 shares of the Issuer's Common Stock held by Summit
represent 4.84% of the issued and outstanding Common Stock of the
Issuer, and together with the 530,986 shares of Issuer Common which
could be acquired under the circumstances set forth in the Central
Jersey Option, as to which beneficial ownership is disclaimed,
represents 20.64% of the issued and outstanding Common Stock of
Issuer, treating the 530,986 shares of Common Stock of Issuer
covered by the Central Jersey Option as issued and outstanding for
purposes of calculating the latter percentage.
As of May 22, 1996 and during the period from May 22, 1996 to the
date hereof, to the knowledge of Summit, no directors or executive
officers of Summit beneficially owned any shares of Issuer Common.
(b) Summit possesses sole power to vote and dispose of the
129,275 shares of Issuer Common Stock currently held by Summit.
Summit possesses the sole power to exercise the Central Jersey
Option until termination occurring in accordance with its terms.
The Central Jersey Option does not carry any voting rights. Upon
exercise of the Central Jersey Option in whole or in part, Summit
would possess the sole power to vote and dispose of the shares of
Issuer Common acquired thereby, subject to certain conditions and
restrictions contained in the Stock Option Agreement.
(c) See response to Items 3 and 4.
(d) Not Applicable
(e) Not Applicable
SIGNATURES
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 8, 1996 Summit Bancorp.
By /s/Richard F. Ober, Jr.
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Richard F. Ober, Jr.
Executive Vice President
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