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Previous: UNION CAMP CORP, 424B3, 1997-04-30 |
Next: USX CORP, SC 13E4/A, 1997-04-30 |
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): April 30, 1997
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Summit Bancorp.
- ------------------------------------------------------------------------------
(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)
<PAGE>
Item 5. Other Events.
-------------
In April 1997, the Registrant publicly reported its results
of operations for the three months ended March 31, 1997.
Filed herewith is a portion of the financial statements and
notes thereto for such periods that will be included in the
Registrant's Form 10-Q for the quarterly period ended March
31, 1997. The financial information contained herein will be
included in a Form S-4 registration statement to be filed in
connection with the Agreement and Plan of Merger, dated
February 27, 1997, between the Registrant and Collective
Bancorp, Inc.
Item 7. Financial Statements and Exhibits.
----------------------------------
(c.) Exhibits:
(99.1) Consolidated balance sheets at March 31, 1997,
December 31, 1996 and March 31, 1996. Consolidated
statements of income for the three months ended March 31,
1997 and 1996. Notes to consolidated balance sheets and
statements of income.
-1-
<PAGE>
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 30 , 1997 SUMMIT BANCORP.
By: /s/ WILLIAM J. HEALY
------------------------
WILLIAM J. HEALY
Executive Vice President and Comptroller
(Chief Accounting Officer)
-2-
<TABLE>
Exhibit (99.1)
Page 1
SUMMIT BANCORP.
CONSOLIDATED BALANCE SHEETS
Unaudited
(dollars in thousands)
<CAPTION>
March 31, December 31, March 31,
1997 1996 1996
------------- ------------ ------------
<S> <C> <C> <C>
Assets
Cash and due from banks $ 968,930 $ 1,256,684 $ 1,122,977
Federal funds sold and securities purchased
under agreements to resell 188,800 111,143 41,892
Interest bearing deposits with banks 13,457 24,825 36,338
Securities:
Trading account securities 33,806 26,376 49,755
Securities available for sale 3,075,384 2,670,414 2,476,859
Securities held to maturity 3,089,987 3,217,384 3,471,920
------------- ------------ ------------
Total securities 6,199,177 5,914,174 5,998,534
Loans (net of unearned discount):
Commercial 5,616,090 5,266,665 5,354,519
Commercial mortgage 2,395,650 2,313,610 2,456,852
Residential mortgage 3,829,124 3,795,752 3,551,936
Consumer 3,655,081 3,443,568 3,192,783
------------- ------------ ------------
Total loans 15,495,945 14,819,595 14,556,090
Less: Allowance for loan losses 277,011 267,719 280,590
------------- ------------ ------------
Net loans 15,218,934 14,551,876 14,275,500
------------- ------------ ------------
Premises and equipment 201,363 204,953 213,192
Accrued interest receivable 139,880 140,368 136,227
Due from customers on acceptances 17,915 15,671 19,838
Other assets 490,889 448,318 485,278
------------- ------------ ------------
Total Assets $ 23,439,345 $ 22,668,012 $ 22,329,776
============= ============ ============
Liabilities and Shareholders' Equity
Deposits $ 18,831,534 $ 18,374,986 $ 18,093,804
Other borrowed funds 1,374,190 1,338,734 1,568,639
Accrued expenses and other liabilities 300,215 271,510 375,540
Accrued interest payable 67,434 50,261 56,428
Bank acceptances outstanding 17,915 15,671 19,838
Long-term debt 680,257 689,977 398,605
Capital trust pass-through securities 150,000 - -
------------- ------------ ------------
Total liabilities 21,421,545 20,741,139 20,512,854
Shareholders' equity:
Preferred stock: Series B and C - - 42,620
Common stock par value $1.20: Authorized 130,000,000 shares;
issued and outstanding 98,450,950 at March 31, 1997; 93,962,565
at December 31, 1996 and 93,398,970 at March 31, 1996 118,141 112,755 112,079
Surplus 926,802 881,483 869,307
Retained earnings 984,161 927,672 794,948
Net unrealized gain (loss) on securities, net of tax (11,304) 4,963 (2,032)
------------- ------------ ------------
Total shareholders' equity 2,017,800 1,926,873 1,816,922
------------- ------------ ------------
Total Liabilities and Shareholders' Equity $ 23,439,345 $ 22,668,012 $ 22,329,776
============= ============ ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit (99.1)
Page 2
SUMMIT BANCORP.
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(dollars in thousands, except per share data)
<CAPTION> Three Months Ended
March 31,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
Interest Income
Loans $ 309,338 $ 295,129
Securities:
Trading account securities 373 568
Securities available for sale 44,702 39,211
Securities held to maturity 50,098 51,539
----------- -----------
Total securities 95,173 91,318
Federal funds sold and securities purchased under agreements to resell 877 1,115
Deposits with banks 174 191
----------- -----------
Total interest income 405,562 387,753
----------- -----------
Interest Expense
Savings and time deposits 124,408 123,601
Commercial certificates of deposit $100,000 and over 8,387 10,541
Borrowed funds and long-term debt 32,710 27,620
----------- -----------
Total interest expense 165,505 161,762
----------- -----------
Net interest income 240,057 225,991
Provision for loan losses 14,500 15,500
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Net interest income after provision for loan losses 225,557 210,491
----------- -----------
Non-Interest Income
Service charges on deposit accounts 26,271 23,456
Service and loan fee income 10,718 10,569
Trust income 11,329 9,243
Securities gains 1,140 757
Trading account gains 432 31
Other 15,546 14,207
----------- -----------
Total non-interest income 65,436 58,263
Non-Interest Expenses
Salaries 64,610 62,992
Pension and other employee benefits 23,049 23,927
Occupancy, net 16,855 20,241
Furniture and equipment 16,836 15,633
Communications 7,834 7,252
Deposit insurance premium 905 1,226
Restructuring charges 26,500 110,700
Other 32,663 30,764
----------- -----------
Total non-interest expenses 189,252 272,735
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Income (loss) before income taxes 101,741 (3,981)
Federal and state income taxes (benefit) 35,256 (1,742)
----------- -----------
Net Income (loss) $ 66,485 $ (2,239)
=========== ===========
Net Income (loss) Per Common Share $ 0.68 $ (0.03)
=========== ===========
Average Common Shares Outstanding (in thousands) 98,271 93,134
=========== ===========
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
Exhibit (99.1)
Page 3
SUMMIT BANCORP.
Notes to Consolidated Balance Sheets and Statements of Income
(Unaudited)
1.) Completed and Pending Acquisitions
On March 1, 1997, Summit Bancorp. completed its acquisition of
B.M.J. Financial Corp. This acquisition was accounted for as a
pooling of interests and was recorded as an adjustment to
beginning shareholders equity at January 1, 1997. Central Jersey
Financial Corporation was completed on December 7, 1996, and
was accounted for as a purchase, with its assets and results
of operations included from that date. Garden State Bancshares,
Inc. was acquired on January 16, 1996, and the Flemington
National Bank and Trust Company was acquired on February 23,
1996. Both of these smaller acquisitions were accounted for
as poolings of interest and were recorded as adjustments to
beginning shareholders' equity at January 1, 1996. With the
March 1, 1996 acquisition of the Summit Bancorporation, the
Company changed its name to Summit Bancorp. This acquisition
was accounted for as pooling of interests and all financial
information has been restated to reflect the combined results
of operations.
On February 27, 1997, Summit entered into an Agreement and Plan
of Merger with Collective Bancorp, Inc. ("Collective")
pursuant to which Collective will be merged with and into
Summit, and shares of Collective's common stock will be
converted into whole shares of Summit's common stock and cash
in lieu of fractional shares based on an exchange ratio of
Summit common to Collective common of .895. The merger is
expected to be consummated during the third quater or 1997.
2.) Restructuring Charges
Restructuring charges were recorded in the first quarter of
1997 for merger-related expenses of $26.5 million ($16.7
million, or $.17 per common share, after tax) for B.M.J.
Financial Corp. Restructuring charges were recorded in the
first quarter of 1996 for merger related expenses of $110.7
million ($70.0 million, or $.75 per common share, after tax)
for The Summit Bancorporation, The Flemington National Bank and
Trust Company and Garden State Bancshares. Also included in
the restructuring charges were costs relating to the closing
of select full-service branches in conjunction with the
supermarket branch initiative.
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