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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Summit Bancorp.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
301 Carnegie Center, P.O. Box 2066, Princeton, NJ 08543-2066
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Adjustable Rate Cumulative Preferred Stock, Series C ($25 stated value)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Summary
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On March 1, 1996, The Summit Bancorporation ("Bancorporation") merged with
and into UJB Financial Corp. under the name "Summit Bancorp." ("Summit"),
pursuant to the Agreement and Plan of Merger dated September 10, 1995, as
amended by Amendment No. 1 dated December 1, 1995. Each outstanding share of
the $25 stated value Adjustable Rate Cumulative Preferred Stock of
Bancorporation ("Bancorporation Preferred") was converted into and represents
the right to receive one share of the Adjustable Rate Cumulative Preferred
Stock, Series C ($25 stated value) of Summit ("Summit Series C Preferred"), a
series having relative rights, preferences and limitations identical to those of
the Bancorporation Preferred.
The Summit Series C Preferred ranks on a parity with the Adjustable Rate
Cumulative Preferred Stock, Series B ($50 stated value) of Summit as to
dividends and liquidation preference. The Summit Series C Preferred is entitled
to cumulative dividends that are payable quarterly on March 15, June 15,
September 15 and December 15 of each year. For each quarterly period, the
dividend rate will be determined in advance of such period, and will be 2.75
percent less than the highest of the 3-month U.S. Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate, which
are average yields on certain U.S. Treasury fixed rate securities, as published
by the Federal Reserve Board. However, the dividend rate for any dividend
period will not be less than 6 percent per annum nor greater than 12 percent per
annum. The Summit Series C Preferred is redeemable at the option of Summit, in
whole or in part, at $25 per share, plus accrued and unpaid dividends. Holders
of Summit Series C Preferred have the right to vote as a class on amendments to
the Restated Certificated of Incorporation of Summit adversely affect the rights
or preferences of the Summit Series C Preferred and, in the event of a failure
to pay full cumulative dividends for six quarters, holders of the Summit Series
C Preferred become entitled to vote in the election of directors on the same
basis as the holders of Common Stock, par value $1.20 per share, of Summit.
Holders of the Summit Series C Preferred have no other voting rights. The
Summit Series C Preferred not be convertible into shares of Summit Common Stock
and have no preemptive rights. The Summit Series C Preferred is not subject to
any sinking fund or other repurchase or retirement obligations of Summit. First
Chicago Trust Company of New York is the transfer agent, dividend disbursing
agent and registrar for shares of the Summit Series C Preferred.
Full Statement of Relative Rights, Preferences and Limitations
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Article III of the Restated Certificate of Incorporation of Summit contains
provisions creating the Summit Series C Preferred and specifies the relative
rights, preferences and limitations thereof as follows:
C. Creation of Adjustable Rate Cumulative Preferred Stock, Series C. A
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series of Preferred Stock of the Corporation, consisting of 504,481 shares, is
hereby created and designated as Adjustable Rate Cumulative Preferred Stock,
Series C (hereinafter referred to as "this Series C"), which series of Preferred
Stock shall have a stated value of $25 per share and the following rights and
preferences:
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1. Dividends. The holders of this Series C shall be entitled to the payment of
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cumulative dividends, from the date of issuance, at the Applicable Rate (as
defined below), payable in cash. Such dividends, when due, must be paid before
any dividend shall be paid on shares of common stock of the Corporation. Such
dividends shall be payable, on a pro rata basis, with dividends on this Series
C.
Holders of shares of this Series C will be entitled to receive, when, as
and if declared by the Board of Directors of the Corporation, out of assets of
the Corporation legally available for payment, dividends payable at the rate of
9.50% per annum for the initial period ending June 15, 1983, and at the
Applicable Rate from time to time in effect, for each quarterly dividend period
thereafter. Dividends on this Series C will be payable quarterly on March 15,
June 15, September 15 and December 15 of each year, with the first dividend
payable on March 15, 1996. Each such dividend will be payable to holders of
record as they appear on the stock books of the Corporation on such record
dates, not exceeding 30 days preceding the payment dates thereof, as shall be
fixed by the Board of Directors of the Corporation. Dividends will be
cumulative from the date of issue. No full dividends will be declared or paid
or set apart for payment on preferred stock of any series ranking, as to
dividends, on a parity with or junior to this Series C for any period unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on this Series C for all dividend payment periods terminating on or
prior to the date of payment of such full cumulative dividends. When dividends
are not paid in full upon this Series C and any other preferred stock ranking on
a parity as to dividends with this Series C, all dividends declared upon shares
of this Series C and any other preferred stock ranking on a parity as to
dividends will be declared pro rata. Except as provided in the preceding
sentence, unless full cumulative dividends on this Series C have been paid or
declared and set apart for payment, no dividends (other than in common stock or
another stock ranking junior to this Series C as to dividends and upon
liquidation) will be declared or paid or set aside for payment or other
distribution made upon the common stock of the Corporation or on any other stock
of the Corporation ranking junior to or on a parity with this Series C as to
dividends or upon liquidation, nor shall any common stock nor any other stock of
the Corporation ranking junior to or on a parity with this Series C as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any monies be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
this Series C as to dividends and upon liquidation).
Except as provided below in this paragraph, the "Applicable Rate" for any
dividend period will be 2.75% less than the highest of (a) the 3 month Treasury
Bill Rate, (b) the Ten Year Constant Maturity Rate and (c) the Twenty Year
Constant Maturity Rate (each as hereinafter defined) for such dividend period.
If the Corporation determines in good faith that for any reason one or more of
such rates cannot be determined for any dividend period, then the Applicable
Rate for such dividend period will be 2.75% less than the higher of whichever of
such rates can be so determined. If the Corporation determines in good faith
that none of such rates can be determined for any dividend period, then the
Applicable Rate in effect for
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the preceding dividend period will be continued for such dividend period.
However, the Applicable Rate for any dividend period will in no event be less
than 6.00% per annum nor greater than 12.00% per annum.
Except as provided below, the "Treasury Bill Rate" for each quarterly
dividend will be the arithmetic average of the two most recent weekly per annum
secondary market discount rates (or the one weekly per annum secondary market
discount rate, if only one such rate shall be published during the relevant
Calendar Period) for 3 month U.S. Treasury bills, as published by the Federal
Reserve Board (the "Board") during the Calendar Period immediately prior to the
ten calendar days immediately preceding the March 15, June 15, September 15 or
December 15, as the case may be, prior to the dividend period for which the
dividend rate is being determined.
Except as provided below, the "Ten Year Constant Maturity Rate" for each
dividend period will be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year Average
Yield, if only one such Yield shall be published during the relevant Calendar
Period) as published by the Board during the Calendar Period immediately prior
to the ten calendar days immediately preceding the March 15, June 15, September
15 or December 15, as the case may be, prior to the dividend period for which
the dividend rate is being determined.
Except as provided below, the "Twenty Year Constant Maturity Rate" for each
dividend period will be the arithmetic average of the two most recent weekly per
annum Twenty Year Average Yields (or the one weekly per annum Twenty Year
Average Yield, if only one such Yield shall be published during the relevant
Calendar Period), as published by the Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding the March 15,
June 15, September 15 or December 15, as the case may be, prior to the dividend
period for which the dividend rate is being determined.
If in any case the Board does not publish weekly any per annum data
required for determination of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Twenty Year Constant Maturity Rate, as the case may be, for
any dividend period as aforesaid during any such Calendar Period, then such
calculation will be made on the basis of the arithmetic average of such per
annum data for the most recent weeks (or on the basis of such per annum data for
one week if such per annum data shall be published for only one week during the
relevant Calendar Period), as published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. If such per annum data shall not be published by the Board
or by any Federal Reserve Bank or by any U.S. Government department or agency
during the Calendar Period, then such calculation will be made on the basis of
the arithmetic average of such per annum data for the two most recent weeks (or
such per annum data for one week if such data shall be published for only one
week during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury bills or securities, as the case may be (other than
Special Securities, as defined below) having comparable maturities as follows:
(a) for U.S. Treasury bills, those having maturities of not less than 80 not
more than 100 days; (b) for ten year U.S. Treasury
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securities, those fixed interest rate securities having maturities of not less
than eight nor more than 12 years; and (c) for twenty year U.S. Treasury
securities, those fixed interest rate securities having maturities of not less
than 18 nor more than 22 years, in each case as published during such Calendar
Period by the Board or, if, in any case, the Board shall not publish such data,
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. If the Corporation determines in good faith that
for any reason no U.S. Treasury bill rates are published during any relevant
Calendar Period, then the Treasury Bill Rate for the relevant dividend period
will be the arithmetic average of the per annum market discount rates based upon
the closing bids during such Calendar Period for each of the issues of
marketable non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation. If the Corporation determines in good faith that
for any reason it cannot determine the Applicable Rate for any dividend period
on the basis of such per annum data published during such calendar period by the
Board or such other bank, agency or department as aforesaid, then the Applicable
Rate will be calculated on the basis of the arithmetic average of the per annum
market discount rates (or average yields to maturity, as the case may be) based
upon the closing bids during such Calendar Period for each of the issues of
actively traded marketable interest-bearing or fixed interest rate U.S. Treasury
securities or bills, as the case may be (other than Special Securities), of
relevant maturities from the date of any such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if daily
Quotations are not generally available) to the Corporation by at least three
recognized dealers in U.S. Government securities selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty
Year Constant Maturity Rate will each be rounded to the nearest five-hundredths
of a percentage point.
The amount of dividends per share for each dividend period will be computed
by dividing the dividend rate for such dividend period by four and applying such
rate against the stated value per share of this Series C. The amount of
dividends payable for the initial dividend period or for any period shorter than
a full quarterly dividend period will be computed on the basis of a 90-day
quarter and the actual number of days elapsed in such period.
The Applicable Rate with respect to each dividend period will be calculated
as promptly as practicable by the Corporation according to the appropriate
method described herein. The mathematical accuracy of each such calculation
will be confirmed in writing by independent accountants of recognized standing.
The Corporation will cause each Applicable Rate to be published in a newspaper
of general circulation in New York City prior to the commencement of the new
dividend period to which it applies and will cause notice of such Applicable
Rate to be enclosed with the dividend payment checks next mailed to the holders
of this Series C.
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As used herein, the term "Calendar Period" means a period of 14 days; the
term "Special Securities" means securities which can, at the option of the
holder, be surrendered at face value in payment of any Federal estate tax or
which provide tax benefits to the holder and are priced to reflect such tax
benefits or which were originally issued at a deep or substantial discount; the
term "Ten Year Average Yield" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years); and the term "Twenty Year Average Yield"
means the average yield to maturity for actively traded marketable U.S. Treasury
fixed interest rate securities (adjusted to constant maturities of 20 years).
2. Liquidation. In the event of any voluntary or involuntary liquidation,
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dissolution or winding up of the Corporation, the holders of shares of this
Series C are entitled to receive, out of assets of the Corporation available for
distribution to stockholders, before any dis-tribution of assets is made to
holders of common stock, liquidating distributions in the amount of $25.00 per
share plus accrued and unpaid dividends. If upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts payable
with respect to this Series C and any other shares of stock of the Corporation
ranking as to any such distribution on a parity with this Series C are not paid
in full, the holders of this Series C and of such other shares will share
ratably in any such distribution of assets of the Corporation in proportion to
the full respective liquidation preferential amounts to which they are entitled.
After payment of the full amount of the liquidating distribution to which they
are entitled, the holders of shares of this Series C will not be entitled to any
further participation in any distribution of assets of the Corporation. A
consolidation or merger of the Corporation with or into any other corporation or
corporations, or a sale of all or substantially all of the assets of the
Corporation in consideration for the issuance of securities of another
corporation, will not be deemed to be a liquidation, dissolution or winding up
of the Corporation.
3. No Voting Rights. The holders of this Series C shall not be entitled to
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vote at any meeting of shareholders or for any other purpose or otherwise to
participate in any action taken by the shareholders, or to receive notice of any
meeting of shareholders, except that the holders of this Series C will have the
right to vote to elect directors of the Corporation if the equivalent of six
quarterly dividends payable on this Series C are in default. In the case of
such default, and until all dividends in default have been paid or declared and
set apart for payment, the holders of outstanding shares of this Series C will
be entitled to vote in the election of directors on the same basis as the
holders of the Corporation's common stock are entitled to vote.
The affirmative vote of the holders of a majority of the outstanding shares
of this Series C, voting together as a single class, on the basis of one vote
per share, will be required for any amendment of the Corporation's Restated
Certificate of Incorporation which will materially and adversely affect the
rights or preferences of this Series C.
4. Redemption. Shares of this Series C are redeemable in whole or in part, at
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the option of the Corporation, upon not less than 30 nor more than 60 days'
notice by mail at a redemption price of $25.00 per share, plus accrued and
unpaid dividends to the date fixed for redemption.
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If full cumulative dividends on this Series C have not been paid or
declared and set apart for payment, this Series C may not be redeemed in part
and the Corporation may not purchase or acquire any shares of this Series C.
Any shares of this Series C redeemed shall assume the status of authorized
and unissued shares and may be reissued as shares of the same or any other
series of preferred stock.
ITEM 2. EXHIBITS
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on it behalf by the undersigned, thereto duly authorized.
Date: March 28, 1996 SUMMIT BANCORP.
By: /s/ Dennis A. Williams
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Dennis A. Williams
Senior Vice President
