<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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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): November 6, 1998
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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
(Registrant's Telephone Number, including Area Code)
<PAGE>
Item 5. Other Events.
In October 1998, the Registrant publicly reported its results of
operations for the three-month and nine-month periods ended
September 30, 1998. 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 September 30, 1998.
Item 7. Financial Statements and Exhibits.
(c.) Exhibits:
(99.1)Consolidated balance sheets at September 30, 1998,
December 31, 1997 and September 30, 1997.
Consolidated statements of income for the
three-month and nine-month periods ended
September 30, 1998 and 1997. Notes to
consolidated balance sheets and statements of
income.
1
<PAGE>
SIGNATURE
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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: November 6, 1998 SUMMIT BANCORP.
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By: /s/ William J. Healy
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William J. Healy
Executive Vice President and Comptroller
(Chief Accounting Officer)
2
<PAGE>
<TABLE> Exhibit (99.1)
Page 1
Summit Bancorp and Subsidiaries
Consolidated Balance Sheets
Unaudited
(In thousands)
<CAPTION>
September 30, December 31, September 30,
1998 1997 1997
------------- ------------ ------------
<S> <C> <C> <C>
Assets
Cash and due from banks $ 1,088,352 $ 1,173,118 $ 1,117,347
Federal funds sold and securities purchased
under agreements to resell 1,000 4,460 14,359
Interest-bearing deposits with banks 19,763 14,072 4,309
Securities:
Trading account securities 15,962 35,216 29,808
Securities available for sale 4,432,791 5,074,896 4,596,923
Securities held to maturity 5,358,215 4,157,543 4,078,729
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Total securities 9,806,968 9,267,655 8,705,460
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Loans (net of unearned discount):
Commercial 6,979,170 6,253,740 5,846,194
Commercial mortgage 2,868,823 2,703,793 2,808,423
Residential mortgage 5,417,412 5,671,200 5,803,498
Consumer 5,035,258 4,259,633 4,172,548
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Total loans 20,300,663 18,888,366 18,630,663
Less: Allowance for loan losses 314,271 296,494 294,114
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Net loans 19,986,392 18,591,872 18,336,549
Premises and equipment 259,033 244,913 239,209
Goodwill and other intangibles 187,367 188,620 174,336
Accrued interest receivable 195,107 175,170 170,857
Due from customers on acceptances 17,419 15,814 15,814
Other assets 290,813 288,478 312,866
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Total Assets $ 31,852,214 $29,964,172 $ 29,091,106
============= ============ ============
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing demand deposits $ 4,694,605 $ 4,530,690 $ 4,256,398
Interest-bearing deposits:
Savings and time deposits 16,249,801 16,914,485 16,780,101
Commercial certificates of
deposit $100,000 and over 1,202,447 884,261 901,529
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Total deposits 22,146,853 22,329,436 21,938,028
Other borrowed funds 4,269,565 3,397,953 3,256,136
Accrued expenses and other liabilities 288,329 290,197 294,432
Accrued interest payable 100,248 71,602 67,640
Bank acceptances outstanding 17,419 15,814 15,814
Long-term debt 2,401,826 1,246,750 1,001,617
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Total liabilities 29,224,240 27,351,752 26,573,667
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Shareholders' equity:
Common stock par value $ .80: authorized 390,000 shares;
-issued: 177,648, 176,590 and 175,735
-outstanding: 172,968, 176,590 and 175,735 142,118 141,272 140,588
Surplus 1,004,332 987,281 968,881
Retained earnings 1,663,363 1,467,193 1,402,581
Employee stock ownership plan obligation (3,394) (4,201) (4,470)
Accumulated other comprehensive
income, net of tax 37,012 20,875 9,859
Treasury stock; 4,680 shares (215,457) - -
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Total shareholders' equity 2,627,974 2,612,420 2,517,439
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Total Liabilities and Shareholders' Equity $ 31,852,214 $29,964,172 $ 29,091,106
============= ============ ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
Exhibiit (99.1)
Page 2
<PAGE>
<TABLE>
Summit Bancorp and Subsidiaries
Consolidated Statements of Income
Unaudited
(In thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
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1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Interest Income
Loans $401,176 $380,000 $ 1,173,490 $ 1,121,321
Securities:
Trading account securities 260 772 1,145 1,876
Securities available for sale 67,764 60,313 229,110 164,594
Securities held to maturity 82,405 75,305 214,128 243,756
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Total securities 150,429 136,390 444,383 410,226
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Federal funds sold and securities purchased
under agreements to resell 82 982 725 3,579
Deposits with banks 358 129 1,164 520
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Total interest income 552,045 517,501 1,619,762 1,535,646
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Interest Expense
Savings and time deposits 154,363 158,122 464,937 473,169
Commercial certificates of deposit $100,000 and over 14,359 12,271 38,918 35,445
Borrowed funds, including long-term debt 91,343 59,326 239,876 172,420
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Total interest expense 260,065 229,719 743,731 681,034
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Net interest income 291,980 287,782 876,031 854,612
Provision for loan losses 18,000 14,500 51,000 45,100
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Net interest income after provision for loan losses 273,980 273,282 825,031 809,512
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Non-Interest Income
Service charges on deposit accounts 31,236 28,926 93,173 85,506
Service and loan fee income 15,619 12,490 43,732 36,753
Trust and investment services income 14,062 12,644 42,492 35,342
Securities gains (losses) (58) 1,265 4,440 3,471
Other 29,590 18,847 76,275 54,028
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Total non-interest income 90,449 74,172 260,112 215,100
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Non-Interest Expenses
Salaries 77,384 73,254 228,299 216,109
Pension and other employee benefits 27,872 22,233 81,692 69,887
Furniture and equipment 21,021 19,415 62,204 57,569
Occupancy, net 18,481 18,027 54,586 54,313
Communications 8,875 8,416 27,451 25,747
Merger-related charges - 56,500 - 83,000
Other 40,533 39,441 123,506 118,936
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Total non-interest expenses 194,166 237,286 577,738 625,561
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Income before income taxes 170,263 110,168 507,405 399,051
Federal and state income taxes 52,402 38,956 158,650 140,299
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Net Income $117,861 $ 71,212 $ 348,755 $ 258,752
======= ======== =========== ==========
Net Income per Common Share:
Basic $ 0.68 $ 0.41 $ 1.99 $ 1.48
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Diluted 0.67 0.40 1.96 1.46
======= ======== =========== ==========
Average Common Shares Outstanding:
Basic 173,379 175,396 175,466 174,896
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Diluted 175,080 177,864 177,505 177,235
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<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE> Exhibit (99.1)
Page 3
Summit Bancorp and Subsidiaries
Notes to Consolidated Balance Sheets and Statements of Income
(Unaudited)
1.) Acquisitions and Restructuring Charges
On March 1, 1997, the Company completed the acquisition
of B.M.J. Financial Corp. ("BMJ"). This acquisition was
accounted for as a pooling of interests, and was
recorded as an adjustment to shareholders' equity as of
January 1, 1997, without restating the consolidated
financial statements for 1996 and prior years.
Merger-related charges of $26.5 million ($16.7 million,
after tax) were recorded at the time of the acquisition.
On August 1, 1997, the Company completed the acquisition
of Collective Bancorp, Inc. ("Collective"). This
acquisition was accounted for as a pooling of interests
and all financial information, prior to the acquisition
date, has been restated to reflect the combined
financial information. Merger-related charges of $56.5
million ($37.1 million, after tax) were recorded at the
time of the acquisition.
On December 12, 1997, the Company acquired Corporate
Dynamics, an employee benefits consulting firm, and
Philadelphia Benefits Corp., a group health insurance
agency, with the issuance of 495,000 shares of common
stock. These acquisitions were accounted for as
purchases.
On June 18, 1998, the Company entered into a definitive
agreement to acquire NSS Bancorp. Inc., a bank holding
company headquartered in Norwalk, Connecticut. Under the
terms of the agreement, each share of NSS Bancorp, Inc.
common stock will be exchanged for 1.232 shares of the
Company's common stock. The transaction, which will be
accounted for as a purchase, is expected to be completed
in November 1998. Approximately 2.8 million shares
of the Company's treasury stock will be reissued to
effect the acquisition.
On August 25, 1998, the Company announced that it had
entered into a definitive merger agreement to acquire
New Canaan Bank and Trust Company. New Canaan is a
commercial bank headquartered in New Canaan,
Connecticut. The acquisition which will be accounted for
as a purchase is expected to be completed in the first
quarter of 1999, subject to normal regulatory and New
Canaan Bank and Trust Company shareholder approvals. In
connection with the acquisition, the Company has
purchased its own common stock of which approximately
1.1 million shares will be reissued to effect the
acquisition.
On August 31, 1998, the Company acquired W.M. Ross and
Company, Inc., one of the largest privately held
property and casualty insurance brokerage firms in New
Jersey. The acquisition was accounted for as a purchase,
with the issuance of 279,570 shares of the Company's
treasury stock.
<PAGE> Exhibit (99.1)
Page 4
2.) Net Income per Common Share
Basic net income per common share is calculated by
dividing net income by the weighted average common
shares outstanding during the period. Diluted net income
per common share is computed similarly to that of basic
net income per common share, except that the denominator
is increased to include the number of additional common
shares that would have been outstanding if all
potentially dilutive common shares, principally stock
options, were issued during the reporting period.
<TABLE>
<CAPTION>
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(In thousands, except per share data)
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Three months ended Sept. 30, Nine months ended Sept. 30,
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1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net Income $117,861 $71,212 $348,755 $258,752
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Basic weighted-
average common
shares outstanding 173,379 175,396 175,466 174,896
Plus: Common
stock equivalents 1,701 2,468 2,039 2,339
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Diluted weighted-
average common
shares outstanding 175,080 177,864 177,505 177,235
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Net income per
common share:
Basic $0.68 $0.41 $1.99 $1.48
Diluted 0.67 0.40 1.96 1.46
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</TABLE>
