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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 31, 1996
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Summit Bancorp.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 1-6451 22-1903313
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization ) File number) 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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Item 5 Other Events
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Summit Bancorp. reports the following information:
In September 1995, UJB Financial Corp. (UJB) and The Summit
Bancorporation (SBC) announced a definitive agreement to merge
in a stock-for-stock exchange to form Summit Bancorp. The
transaction accounted for as a pooling of interests, was
consummated on March 1, 1996, in an exchange of .90 shares of
UJB common stock for each share of SBC common stock. There
were 34,078,905 shares of UJB common stock issued for 37,865,450
shares of SBC common stock.
On January 16, 1996, SBC completed the acquisition of Garden
State Bancshares, Inc. (Garden State) and exchanged 3,365,834
shares of SBC common stock for 3,116,513 shares of Garden State
common stock. On February 23, 1996, UJB completed the
acquisition of The Flemington National Bank and Trust Company
(Flemington) and exchanged 1,324,000 shares of UJB common stock
for 958,476 shares of Flemington common stock. Both of these
transactions were accounted for as poolings of interests.
One of the required criteria for pooling of interests accounting
is that the parties to the business combination must share
mutually in the combined risks and rights of the transaction.
In order to satisfy this risk sharing criteria of pooling of
interests accounting, Securities and Exchange Commission
Accounting Series Release 135 provides that the risk sharing
will have occurred if no affiliate of either party to the merger
transaction sells or otherwise disposes of any common stock
received in the transaction until such time as financial
results covering at least 30 days of post-merger combined
operations have been published.
In order to satisfy the risk sharing criteria, and thereby allow
affiliates of either party to the transaction to sell or
otherwise dispose of Summit Bancorp. common stock acquired in
the mergers (in compliance with SEC Rules 145 and 144 regarding
resales of common stock acquired in a business combination) the
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combined condensed results of operations of Summit Bancorp. are
presented as follows for the three months ended March 31,1996
(dollars in thousands except per share):
Three Months Ended
March 31, 1996
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Net Interest Income $225,991
Non-Interest Income 58,263
Non-Interest Expense (1) 272,735
Net Income (Loss) (2,239)
Net Income (Loss) per
Common Share (0.03)
Average Common
Shares (in thousands) 93,134
(1) Includes restructuring charges for merger related
expenses of $89.0 million for The Summit Bancorporation, $4.3
million for Flemington , $7.9 million for Garden State and a
charge of $9.5 million related to branch-closing expenses.
In the opinion of the management of Summit Bancorp., the
unaudited results for the three months ended March 31, 1996
include all normal, recurring adjustments necessary to present
fairly the results of operations for the period. The results
are not necessarily indicative of the results for the entire
year.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: April 19, 1996 SUMMIT BANCORP.
By: /s/ William J. Healy
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William J. Healy
Executive Vice President
and Comptroller
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