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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): April 27, 1999
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)
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Item 5. Other Events.
In April 1999, the Registrant publicly reported its results of
operations for the three-month period ended March 31, 1999.
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, 1999.
Item 7. Financial Statements and Exhibits.
(c.) Exhibits:
(99.1) Consolidated balance sheets at March 31, 1999,
December 31, 1998 and March 31, 1998. Consolidated statements
of income for the three-month period ended March 31, 1999 and 1998.
Notes to consolidated balance sheets and statements of income.
1
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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 27, 1999 SUMMIT BANCORP.
By: /s/ Paul V. Stahlin
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Paul V. Stahlin
Senior Vice President and Comptroller
(Principal Accounting Officer)
2
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<TABLE>
Exhibit (99.1)
Page 1
Summit Bancorp and Subsidiaries
Consolidated Balance Sheets
Unaudited
(In thousands)
<CAPTION>
March 31, December 31, March 31,
1999 1998 1998
<S> <C> <C> <C>
Assets
Cash and due from banks $ 1,000,977 $ 1,129,859 $ 1,242,254
Federal funds sold and securities purchased
under agreements to resell 11,701 28,829 101,096
Interest-bearing deposits with banks 27,407 26,360 6,852
Securities:
Trading account securities 10,217 12,553 26,913
Securities available for sale 3,860,136 3,970,941 5,375,723
Securities held to maturity 6,583,209 6,015,810 3,898,724
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Total securities 10,453,562 9,999,304 9,301,360
Loans (net of unearned discount):
Commercial 7,227,814 7,156,574 6,440,091
Commercial mortgage 2,922,418 2,888,597 2,809,233
Residential mortgage 5,612,161 5,719,305 5,770,620
Consumer 5,391,314 5,362,101 4,251,983
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Total loans 21,153,707 21,126,577 19,271,927
Less: Allowance for loan losses 328,302 322,814 301,264
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Net loans 20,825,405 20,803,763 18,970,663
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Premises and equipment 299,961 270,843 244,406
Goodwill and other intangibles 323,060 295,461 183,897
Accrued interest receivable 196,223 195,708 179,685
Due from customers on acceptances 21,499 18,089 16,511
Other assets 317,582 333,098 307,966
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Total Assets $ 33,477,377 $33,101,314 $30,554,690
========== ========== ==========
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing demand deposits $ 4,754,413 $ 4,933,787 $ 4,680,917
Interest-bearing deposits:
Savings and time deposits 17,644,605 17,250,295 16,681,913
Commercial certificates of deposit
$100,000 and over 821,130 961,046 852,795
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Total deposits 23,220,148 23,145,128 22,215,625
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Other borrowed funds 3,281,005 3,189,988 3,629,944
Accrued expenses and other liabilities 423,632 358,542 324,949
Accrued interest payable 84,660 94,430 77,702
Bank acceptances outstanding 21,499 18,089 16,511
Long-term debt 3,734,392 3,572,710 1,588,592
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Total liabilities 30,765,336 30,378,887 27,853,323
Shareholders' equity:
Common stock par value $ .80:
Authorized 390,000 shares 142,074 142,106 142,022
Surplus 971,955 1,013,393 1,010,444
Retained earnings 1,794,863 1,728,135 1,531,659
Employee stock ownership plan obligation (2,750) (3,394) (3,932)
Accumulated other comprehensive income,
net of tax 9,488 12,087 21,174
Treasury stock (203,589) (169,900) -
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Total shareholders' equity 2,712,041 2,722,427 2,701,367
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Total Liabilities and Shareholders' Equit $ 33,477,377 $33,101,314 $30,554,690
========== ========== ==========
Common shares at period end:
Issued 177,593 177,632 177,528
Treasury 4,901 3,873 -
Outstanding 172,692 173,759 177,528
<FN>
See accompanying Notes to Consolidated Balance Sheets and Statements of
Income
</FN>
</TABLE>
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<TABLE>
Exhibit (99.1)
Page 2 Page 2
Summit Bancorp and Subsidiaries
Consolidated Statements of Income
Unaudited
(In thousands, except per share data)
<CAPTION>
Three Months Ended
March 31,
1999 1998
<S> <C> <C>
Interest Income
Loans $ 403,667 $ 380,309
Securities:
Trading account securities 82 554
Securities available for sale 59,561 85,022
Securities held to maturity 96,540 62,606
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Total securities 156,183 148,182
Federal funds sold and securities purchased
under agreements to resell 145 407
Deposits with banks 450 431
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Total interest income 560,445 529,329
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Interest Expense
Savings and time deposits 151,402 156,868
Commercial certificates of deposit $100,000 and over 11,575 12,257
Borrowed funds, including long-term debt 92,124 71,046
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Total interest expense 255,101 240,171
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Net interest income 305,344 289,158
Provision for loan losses 16,500 15,000
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Net interest income after provision for loan losses 288,844 274,158
Non-Interest Income
Service charges on deposit accounts 30,076 30,284
Service and loan fee income 15,624 12,914
Trust income 11,926 10,227
Retail investment and insurance fees 18,028 11,664
Securities gains 217 1,426
Other 22,286 13,005
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Total non-interest income 98,157 79,520
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Non-Interest Expenses
Salaries 80,326 76,493
Pension and other employee benefits 30,017 26,618
Furniture and equipment 22,451 20,367
Occupancy, net 19,835 18,500
Communications 9,618 9,532
Advertising and public relations 5,528 5,923
Amoritization of goodwill and other intangibles 5,871 4,723
Other 31,791 29,497
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Total non-interest expenses 205,437 191,653
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Net Income before taxes 181,564 162,025
Federal and state income taxes 62,823 49,608
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Net Income $ 118,741 $ 112,417
======= =======
Net Income per Common Share:
Basic 0.68 $ 0.64
Diluted $ 0.68 0.63
Average Common Shares Outstanding:
Basic 173,794 176,933
Diluted 175,458 179,251
<FN>
See accompanying Notes to Consolidated Balance Sheets and Statements of
Income
</FN>
</TABLE>
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Exhibit (99.1)
Page 3
Summit Bancorp and Subsidiaries
Notes to Consolidated Balance Sheets and Statements of Income
(Unaudited)
1.) Acquisitions
On August 31, 1998, Summit Bancorp 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 280 thousand shares of treasury stock.
On October 30, 1998, Summit Bancorp acquired Spectrum Financial Group, Inc.,
an employee benefits brokerage operation. Its operations are conducted
through its wholly owned subsidiary known by its registered alternative name,
Madison Consulting Group. The acquisition was accounted for as a purchase,
with the issuance of 383 thousand shares of treasury stock.
On November 21, 1998, Summit Bancorp completed the acquisition of NSS Bancorp
Inc. NSS Bancorp was headquartered in Norwalk, Connecticut and operated eight
branches with $655 million in assets. This acquisition was accounted for as a
purchase, with the issuance of 3.0 million shares of treasury stock.
On March 31, 1999, Summit Bancorp completed the acquisition of New Canaan
Bank and Trust Company. New Canaan Bank and Trust Company was headquartered
in New Canaan, Connecticut and operated four branches with $182 million in
assets. This acquisition was accounted for as a purchase, with the issuance
of 1.1 million shares of treasury stock.
On February 18, 1999, Summit Bancorp announced that it had entered into a
definitive merger agreement to acquire Prime Bancorp. Prime Bancorp is a
commercial bank headquartered in Fort Washington, Pennsylvania. The
acquisition, which will be accounted for as a purchase is expected to be
completed in the third quarter of 1999, subject to normal regulatory and
Prime Bancorp shareholder approvals. Summit Bancorp expects to repurchase
from time to time in the open market outstanding Summit Bancorp shares in
a number equal to the approximate amount of common shares to be issued in the
acquisition, or reissue treasury shares. The number of common shares to be
repurchased or reissued will depend on market conditions and other factors.
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.
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<CAPTION>
In thousands, except per share data Three months ended March 31,
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1999 1998
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<S> <C> <C>
Net Income $118,741 $112,417
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Basic weighted-average common shares outstanding 173,794 176,933
Plus:Common stock equivalents 1,664 2,318
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Diluted weighted-average common shares outstanding 175,458 179,251
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Net Income per common share:
Basic $ 0.68 $ 0.64
Diluted 0.68 0.63
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</TABLE>
