SUMMIT BANCORP/NJ/
8-K, 1997-08-01
NATIONAL COMMERCIAL BANKS
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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 EXCHANGE ACT OF 1934

        Date of Report: (Date of earliest event reported) August 1, 1997

                                 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)
                                   (Zip Code)

                                 (609) 987-3200
              (Registrant's Telephone Number, including area code)

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<PAGE>

Item 2. Acquisition or Disposition of Assets


               On August 1,  1997,  the  merger  (the  "Merger")  of  Collective
               Bancorp,  Inc.  ("Collective")  with  and  into  Summit  Bancorp.
               ("Summit")  became effective (the "Effective  Time").  The Merger
               was effected pursuant to the Agreement and Plan of Merger,  dated
               February  27, 1997,  as amended by Amendment  No. 1 dated May 27,
               1997,  between  Collective and Summit ("Merger  Agreement").  The
               Merger will be accounted for on a pooling-of-interest basis.

               Collective was a Delaware  business  corporation  and savings and
               loan holding company  registered  under the Home Owners Loan Act,
               which had its principal executive offices in Cologne,  New Jersey
               and  which  owned  all  of  the  outstanding   capital  stock  of
               Collective  Bank.  Collective Bank is principally  engaged in the
               business of attracting deposits from the general public and using
               those  deposits,  together with  borrowings  and other funds,  to
               originate  loans  secured by real  estate,  to purchase  mortgage
               backed  securities and, to a lesser extent,  to originate various
               types  of  consumer  and  commercial  loans  and  to  make  other
               investments.  In addition,  Collective Bank own subsidiaries that
               are  engaged  in  securities  brokerage,   insurance  agency  and
               mortgage lending activity.  As of March 31, 1997, Collective Bank
               held  approximately $5.5 billion in assets and operated 82 branch
               offices  located in 15 counties in New Jersey.  Summit will carry
               on the business of Collective.

               Pursuant to the Merger Agreement,  each shareholder of Collective
               will receive whole shares of Summits'  Common Stock based upon an
               exchange  ratio of .895 shares of Summits'  Common Stock for each
               outstanding   share  of  Collective  Common  Stock  held  at  the
               Effective Time and cash in lieu of any fractional share.

               The Merger Agreement  provides that Thomas H. Hamilton,  Chairman
               and Chief Executive Officer of Collective, and one other director
               of  Collective  selected by the Board of Directors of Summit will
               serve as directors of Summit.



Item 7. Financial Statements and Exhibits.

          (a)  Financial Statements of Business Acquired

               The financial statments of Collective  required by this Item were
               previously  filed on a Form 8-K dated July 28,  1997 filed by the
               Registrant and are incorporated by reference herein.

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<PAGE>


          (b)  Pro Forma Financial Information

               The financial  information  required by this Item was  previously
               filed on a Form 8-K dated July 28,  1997 filed by the  Registrant
               and is incorporated by reference herein.

          (c)  Exhibits

               (i)  Agreement  and Plan of Merger dated  February  27, 1997,  as
               amended by  Amendment  No. 1 dated May 27, 1997,  between  Summit
               Bancorp.  and Collective Bancorp  (incorporated by reference from
               Appendix A to Proxy  Statement-Prospectus  included in  Amendment
               No. 1 to  Registrant's  Registration  Statement on Form S-4, File
               No. 333-26397).


                                    SIGNATURE

     Pursuant to the  requirements  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: August 1, 1997                 SUMMIT BANCORP.
                                     (Registrant)

                                     By: /s/ DENNIS A. WILLIAMS
                                             Dennis A. Williams
                                             Senior Vice President


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