SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
August 28, 1996
Summit Bancorp.
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-6451 22-1903313
(State or other juris- (Commission (IRS Employer
diction of incorporation File No.) Identification No.)
or organization)
301 Carnegie Center, P.O. Box 2066,
Princeton, New Jersey 08543-2066
(Address of principal executive offices)
Registrant's telephone number, including area code (609) 987-3200
1
<PAGE>
Item 5. Other Information.
Agreement and Plan of Merger
On August 28, 1996, Summit Bancorp. ("Registrant" or "Summit") and B.M.J.
Financial Corp. ("B.M.J.") entered into an Agreement and Plan of Merger (the
"Merger Agreement") providing for, among other things, (i) the merger of B.M.J.
into Summit (the "Merger") and (ii) the exchange of each outstanding share of
the Common Stock of B.M.J. ("B.M.J. Common") for .56 shares of the Common Stock
of Summit ("Summit Common") and cash in lieu of any 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
B.M.J. the Board of Governors of the Federal Reserve System and the Commissioner
of Banking and Insurance of the State of New Jersey.
In connection with the execution of the Merger Agreement, Summit and B.M.J.
entered into a stock option agreement pursuant to which B.M.J. granted to Summit
an option to purchase, under certain circumstances, up to 1,490,000 shares of
B.M.J. Common at an exercise price equal to last sale price of the B.M.J. Common
on the trading day immediately preceding the date of the Merger Agreement.
B.M.J. operates the Bank of Mid-Jersey and is headquartered in Bordentown,
New Jersey. It has $650 million in assets and operates twenty community branches
in Burlington, Mercer and Ocean Counties.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
(2) Agreement and Plan of Merger, dated August 28, 1996, between
the Registrant and B.M.J. Financial Corp. (Incorporated by
reference to Exhibit 10(a) to the Schedule 13D dated August 29,
1996 filed by Summit Bancorp. with respect to the Common Stock,
$1.00 par value, of B.M.J. Financial Corp. (SEC File No.
0-13440).
(99) (a) B.M.J. Stock Option Agreement dated as of August 29, 1996, by and
between the Registrant and B.M.J. Financial Corp. (Incorporated
by reference to Exhibit 10(b) to the Schedule 13D dated August
29, 1996 filed by Summit Bancorp. with respect to the Common
Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No.
0-13440).
(b) News Release dated August 29, 1996.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date: September 10, 1996 SUMMIT BANCORP.
By: /s/ DENNIS A. WILLIAMS
Dennis A. Williams
Senior Vice President
3
<PAGE>
EXHIBIT INDEX
Ex. No. Description
(2) Agreement and Plan of Merger, dated August 28, 1996, between the
Registrant and B.M.J. Financial Corp. (Incorporated by reference
to Exhibit 10(a) to the Schedule 13D dated August 29, 1996 filed
by Summit Bancorp. with respect to the Common Stock, $1.00 par
value, of B.M.J. Financial Corp. (SEC File No. 0-13440)
(99) (a) B.M.J. Stock Option Agreement dated as of August 29, 1996, by and
between the Registrant and B.M.J. Financial Corp. (Incorporated
by reference to Exhibit 10(b) to the Schedule 13D dated August
29, 1996 filed by Summit Bancorp. with respect to the Common
Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No.
0-13440)
(b) News Release dated August 29, 1996.
4
Exhibit (2)
AGREEMENT AND PLAN OF MERGER
(Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated
August 29, 1996 filed by Registrant with respect to the Common Stock, par value
$1.00, of B.M.J. Financial Corp.)
Exhibit 99(a)
B.M.J. FINANCIAL CORP. STOCK OPTION AGREEMENT
(Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated
August 29, 1996 filed by the Registrant with respect to the Common Stock, par
value $1.00, of B.M.J. Financial Corp.)
EXHIBIT (99)(b)
Press Release
Release: Immediate
Contact: At Summit Bancorp:
C. Scott Rombach, SVP
Corporate Communications
(609) 987-3350
At B.M.J. Financial Corp.:
John F. Tremblay,
President and CEO
The Bank of Mid-Jersey
(609) 291-5117
SUMMIT BANCORP TO ACQUIRE B.M.J. FINANCIAL CORP.
Princeton, New Jersey, August 29, 1996 -- Summit Bancorp (NYSE: SUB) and B.M.J.
Financial Corp. (NASDAQ:BMJF) jointly announced today that they have entered
into a definitive merger agreement in which Summit will acquire B.M.J.
Financial, in a tax-free exchange of stock. B.M.J. Financial, which operates The
Bank of Mid-Jersey, has assets of $650 million in 20 community branches
throughout Burlington, Mercer, and Ocean counties.
T. Joseph Semrod, Summit chairman and chief executive officer, said, "This
acquisition will enhance Summit's presence in key central and southern New
Jersey counties comprising nearly 5,000 businesses and half a million
households."
Summit Bancorp will improve its market share position to number three in
Burlington County among commercial banks and thrifts while strengthening its
number two rank in Mercer and Ocean counties. Burlington and Mercer rank among
the nation's top 100 counties in per capita income, and are among New Jersey's
top ten. This acquisition complements our recent announcement to acquire Central
Jersey Financial Corp. in Middlesex County.
Edwin W. Townsend, B.M.J. Financial Corp. chairman, said "The opportunity to
join with the Summit organization is beneficial to our shareholders, customers,
and employees. In addition, our customers will benefit from Summit's extensive
products and services. Both banks are already regional leaders in supermarket
banking."
1
<PAGE>
The agreement contemplates that each share of B.M.J. Financial common stock will
be exchanged for 0.560 of a share of Summit common stock. Summit will receive an
option to purchase up to 19.9% percent of B.M.J. Financial's common stock if
certain conditions occur.
Based on Summit's closing stock price last night of $38.875, this transaction is
valued at approximately $164.5 million, or $21.77 for each B.M.J. Financial
share. B.M.J. Financial had 7.56 million common shares outstanding on June 30,
1996.
Additionally, the agreement allows for B.M.J. Financial to declare quarterly
common dividends until the closing date in an amount equivalent to the common
dividend rate declared by Summit Bancorp.
The transaction is expected to be completed in the first quarter of 1997,
subject to B.M.J. Financial shareholder and regulatory approvals. It is
anticipated that it will be accounted for as a pooling-of-interests.
Summit Bancorp, headquartered in Princeton, is New Jersey's largest bank with
$22 billion in assets, 328 community banking offices and six supermarket
branches of Summit Bank in New Jersey and Pennsylvania, and 500 ATMs. Its major
lines of business include commercial, retail and mortgage banking, investment
management, and private banking. These core businesses and non-bank subsidiaries
offer a full array of financial services.
#
