As filed with the Securities and Exchange Commission on February 5, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUMMIT BANCORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices) (Zip Code)
SUMMIT BANCORP. 1993 INCENTIVE STOCK AND OPTION PLAN
(Full title of the plan)
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, N.J. 08543-2066
(Name and address of agent for service)
(609) 987-3430
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 7,000,000 $38.31 $268,170,000 $74,552
$.80 par value
(and associated stock
purchase rights)(1)
</TABLE>
(1) Prior to the occurrence of certain events, the stock purchase rights will
not be evidenced separately from the common stock.
(2) Pursuant to Rule 457 (h)(1), based upon the average of the high and low
prices of Summit Bancorp. Common Stock on February 4, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted by the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted as permitted by the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Summit Bancorp. ("Summit" or the "Company"), the Registrant, hereby
incorporates by reference in this Registration Statement the following documents
filed with the Securities and Exchange Commission (the "SEC"):
(a) Summit's Annual Report on Form 10-K filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year
ended December 31, 1997;
(b) Summit's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
(c) Summit's Current Report on Form 8-K dated November 6, 1998.
(d) The description of the Common Stock of Summit contained in Summit's
Registration Statement on Form 10 filed pursuant to Section 12 (b) of the
Exchange Act, dated August 31, 1970, including all amendments thereto and
reports filed under the Exchange Act for the purpose of updating such
description (File No. 1-6451).
(e) The description of the preferred stock purchase rights appurtenant
to the Common Stock of Summit contained in Summit's Registration Statement on
Form 8-A filed August 28, 1989, filed
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pursuant to Section 12(b) of the Exchange Act, including all amendments thereto
and reports filed under the Exchange Act for the purpose of updating such
description (File No. 1-6451).
All documents filed by Summit with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
likewise be deemed to be incorporated herein by reference and to be a part
hereof from and as of the respective dates of filing of such documents.
Item 4. Description of Securities.
This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of Summit. As of January 27, 1999 Mr.
Ober beneficially owned 46,844 shares of Common Stock and options to purchase
137,434 shares of Common Stock at a weighted average exercise price of $21.86.
The consolidated financial statements of Summit and subsidiaries as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997, included in Summit's Annual Report on Form 10-K for the
year ended December 31, 1997, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
With respect to the indemnification of directors and officers, Section 5
of Article IX of the By-Laws of the Company provides:
Section 5. Indemnification and Insurance. (a) Each person who was or is
made a party or is threatened to be made a party to or is involved in any
proceeding, by reason of the fact that he or she is or was a corporate agent of
the Corporation, whether the basis of such proceeding is alleged action in an
official capacity as a corporate agent or in any other capacity while serving as
a corporate agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the laws of the State of New Jersey as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expenses and liabilities in connection therewith
and such indemnification shall continue as
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to a person who has ceased to be a corporate agent and shall inure to the
benefit of such corporate agent's heirs, executors, administrators and other
legal representatives; provided, however, that except as provided in Section
5(c) of this By-Law, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors. The right to indemnification conferred in this By-Law shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition, such advances to be paid by the Corporation within 20 days after
the receipt by the Corporation of a statement or statements from the claimant
requesting such advance or advances from time to time; provided, however, that
the advancement of counsel fees to a claimant other than a claimant who is or
was a director or Executive Vice President or higher ranking officer of the
Corporation shall be made only when the Board of Directors or the General
Counsel of the Corporation determines that arrangements for counsel are
satisfactory to the Corporation; and provided, further, that if the laws of the
State of New Jersey so require, the payment of such expenses incurred by a
corporate agent in such corporate agent's capacity as a corporate agent (and not
in any other capacity in which service was or is rendered by such person while a
corporate agent, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding shall be made only
upon delivery to the Corporation of an undertaking by or on behalf of such
corporate agent to repay all amounts so advanced if it shall ultimately be
determined that such corporate agent is not entitled to be indemnified under
this By-Law or otherwise.
(b) To obtain indemnification under this By-Law, a claimant shall submit
to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5(b), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by a claimant who
is or was a director of Executive Vice President or high ranking officers of
this Corporation, by independent counsel (as hereinafter defined) in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant; or (2) if the claimant is not a person described in Section 5(b)(1) or
is such a person and if no request is made by such a claimant for a
determination by independent counsel, (A) by the Board of Directors by a
majority vote of a quorum consisting of disinterested directors (as hereinafter
defined), or (B) if a quorum of the Board of Directors consisting of
disinterested directors is not obtainable or, even if obtainable, such quorum of
disinterested directors so directs, by independent counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant.
In the event the determination of entitlement to indemnification is to be made
by independent counsel at the request of the claimant, the independent counsel
shall be selected by the Board of Directors and paid by the Corporation. If it
is determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 20 days after such determination.
(c) If a claim under Section 5(a) of this By-Law is not paid in full by
the Corporation within thirty days after a written claim pursuant to Section
5(b) of this By-Law has been received by the
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Corporation, the claimant may at anytime thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim, including attorney's fees. It shall be a defense to any
such act (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the Corporation)
that the claimant has not met the standard of conduct which makes it permissible
under the laws of the State of New Jersey for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or independent counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because the claimant has met the applicable standard of
conduct set forth in the laws of the State of New Jersey, not an actual
determination by the Corporation (including its Board of Directors or
independent counsel) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(d) If a determination shall have been made pursuant to Section 5(b) of
this By-Law that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to Section 5(c) of this By-Law.
(e) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other rights which any person may have or
hereafter acquire under any statute, provisions of the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders or disinterested
directors or otherwise. No repeal or modification of this By-Law shall in any
way diminish or adversely affect the rights of any corporate agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.
(f) The Corporation may maintain insurance, at its expense, to protect
itself and any corporate agent of the corporation or other enterprise against
any expense or liability, whether or not the Corporation would have the power to
indemnify such person against such expense or liability under the laws of the
State of New Jersey.
(g) If any provision or provisions of this By-Law shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any section of this By-Law
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this By-Law (including, without limitation,
each such portion of any section of this By-Law containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
(h) For purposes of this By-Law:
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(1) "disinterested director" means a director of the Corporation
who is not and was not a party to or otherwise involved in
the matter in respect of which indemnification is sought by
the claimant.
(2) "independent counsel" means a law firm, a member of a law
firm, or an independent practitioner that is experienced in
matters of corporation law and shall include any person who,
under the applicable standards of professional conduct then
prevailing, would not have a conflict of interest in
representing either the Corporation or the claimant in an
action to determine the claimant's rights under this By-Law.
(3) "corporate agent" means any person who is or was a director,
officer, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation in a
consolidation or merger and any person who is or was a
director, officer, trustee, employee or agent of any
subsidiary of the Corporation or of any other enterprise,
serving as such at the request of this Corporation, or of
any such constituent corporation, or the legal
representative of any such director, officer, trustee,
employee or agent;
(4) "other enterprise" means any domestic or foreign
corporation, other than the Corporation, and any
partnership, joint venture, sole proprietorship, trust or
other enterprise, whether or not for profit, served by a
corporate agent;
(5) "expenses" means reasonable costs, disbursements and counsel
fees;
(6) "liabilities" means amounts paid or incurred in satisfaction
of settlements, judgements, fines and penalties;
(7) "proceeding" means any pending, threatened or completed
civil, criminal, administrative, legislative, investigative
or arbitrative action, suit or proceeding, and any appeal
therein and any inquiry or investigation which could lead to
such action, suit or proceeding; and
(8) References to "other enterprises" include employee benefit
plans; references to "fines" include any excise taxes
assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the
indemnifying corporation" include any service as a corporate
agent which imposes duties on, or involves services by, the
corporate agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acts in
good faith and in a manner the person reasonably believed to
be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the
corporation."
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(i) Any notice, request or other communication required or permitted to
be given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by facsimile, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.
(j) This By-Law shall be implemented and construed to provide any
corporate agent described above who is found to have acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation the maximum indemnification, advancement of
expenses, and reimbursement for liabilities and expenses allowed by law.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the state of Summit's incorporation,
which permits the indemnification of officers and directors, under certain
circumstances and subject to specified limitations, against liability which any
officer or director may incur in such capacity.
Article 7 of Summit's Restated Certificate of Incorporation provides
that:
Except to the extent prohibited by law, no Director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders
provided that a Director or officer shall not be relieved from liability for any
breach of duty based upon an act or omission (a) in breach of such persons duty
of loyalty to the Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt of an improper
personal benefit. Neither the amendment or repeal of this Article 7, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article 7, shall eliminate or reduce the effect of this
Article 7 in respect of any matter which occurred, or any cause of action, suit
or claim which but for this Article 7 would have accrued or arisen, prior to
such amendment, repeal or adoption.
Summit carries officers' and directors' liability insurance policies
which provide coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts of such officers and directors of Summit
arising out of their duties as such, subject to certain exceptions, including,
but not limited to, damages based upon illegal personal profits or adjudicated
dishonesty of the person seeking indemnification. The policies provide coverage
of $50,000,000 in the aggregate.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
This Registration Statement includes the following exhibits:
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 (i) Summit Bancorp. 1993 Incentive Stock and Option Plan (incorporated by
reference to Attachment A to the Proxy Statement of Registrant dated April
12, 1996), (ii) Compensation Committee Regulations for the Grant and
Exercise of Stock Options and Restricted Stock (adopted July 19, 1993)
(incorporated by reference to Exhibit (10) C. (ii) on Form 10-Q for the
quarter ended June 30, 1993) (File No. 1-6451), (iii) Compensation
Committee Interpretation of Section 5 (e) (ii) (F) (incorporated by
reference to Exhibit (10) C. (iii) on Form 10-Q for the quarter ended March
31, 1994) (File No. 1-6451), (iv) Compensation Committee Interpretation of
Stock Incentive Plans adopted June 19, 1996 (incorporated by reference to
Exhibit (10)C.(iv) on Form 10-Q for the quarter ended June 30, 1996) (File
No. 1-6451), (v) Compensation Committee Consent adopted February 18, 1998
(incorporated by reference to Exhibit (10)C(v) on Form 10-K for the year
ended December 31, 1997), and (vi) Amendment dated April 17, 1998 to Summit
Bancorp. 1993 Incentive Stock and Option Plan (incorporated by reference to
Exhibit (10)C(vi) on Form 10-Q for the quarter ended March 31, 1998).
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).
(b) Consent of KPMG LLP (Summit).
24 Power of Attorney (contained on the signature pages to this Registration
Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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Registration Statement; provided, however, that paragraphs (i) and
(ii) above shall not apply if the information required to be
included in a post- effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Windsor and the State of New Jersey on this
4th day of February, 1999.
SUMMIT BANCORP.
By: /s/ T. Joseph Semrod
T. Joseph Semrod
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 4th day of February, 1999 by
the following persons in the capacities indicated.
Signatures Titles
/s/ T. Joseph Semrod Chairman of the Board
T. Joseph Semrod of Directors (Chief Executive Officer)
/s/ Robert G. Cox President and Director
Robert G. Cox
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Signatures Titles
/s/ John R. Haggerty Senior Executive Vice
John R. Haggerty President-Finance
(Principal Financial Officer)
/s/ William J. Healy Executive Vice President
William J. Healy and Comptroller
(Principal Accounting Officer)
/s/ S. Rodgers Benjamin Director
S. Rodgers Benjamin
/s/ Robert L. Boyle Director
Robert L. Boyle
/s/ James C. Brady Director
James C. Brady
/s/ John G. Collins Director
John G. Collins
/s/ T.J. Dermot Dunphy Director
T.J. Dermot Dunphy
/s/ Anne Evans Estabrook Director
Anne Evans Estabrook
/s/ Elinor J. Ferdon Director
Elinor J. Ferdon
________________________ Director
William J. Freeman
/s/ Thomas H. Hamilton Director
Thomas H. Hamilton
/s/ Fred G. Harvey Director
Fred G. Harvey
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Signatures Titles
/s/ Francis J. Mertz Director
Francis J. Mertz
/s/ George L. Miles, Jr. Director
George L. Miles, Jr.
/s/ William R. Miller Director
William R. Miller
/s/ Raymond Silverstein Director
Raymond Silverstein
/s/ Orin R. Smith Director
Orin R. Smith
/s/ Joseph M. Tabak Director
Joseph M. Tabak
/s/ Douglas G. Watson Director
Douglas G. Watson
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 (i) Summit Bancorp. 1993 Incentive Stock and Option Plan (incorporated by
reference to Attachment A to the Proxy Statement of Registrant dated April
12, 1996), (ii) Compensation Committee Regulations for the Grant and
Exercise of Stock Options and Restricted Stock (adopted July 19, 1993)
(incorporated by reference to Exhibit (10) C. (ii) on Form 10-Q for the
quarter ended June 30, 1993) (File Nol 1-6451), (iii) Compensation
Committee Interpretation of Section 5 (e) (ii) (F) (incorporated by
reference to Exhibit (10) C. (iii) on Form 10-Q for the quarter ended March
31, 1994) (File No. 1-6451), (iv) Compensation Committee Interpretation of
Stock Incentive Plans adopted June 19, 1996 (incorporated by reference to
Exhibit (10) C. (iv) on Form 10-Q for the quarter ended June 30, 1996)
(File No. 1-6451), (v) Compensation Committee Consent adopted February 18,
1998, and (vi) Amendment dated April 17, 1998 to Summit Bancorp. 1993
Incentive Stock and Option Plan (incorporated by reference to Exhibit (10)
C. (vi) on Form 10-Q for the quarter ended March 31, 1998.
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).
(b) Consent of KPMG LLP (Summit).
24 Power of Attorney (contained on the signature pages to this Registration
Statement).
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Exhibit 5
January 26, 1999
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543
Re: Registration Statement on Form S-8 of Summit Bancorp. Relating to 7,000,000
Shares of Summit Bancorp. Common Stock Issuable under the Summit Bancorp.
1993 Incentive Stock and Option Plan.
Gentlemen:
This opinion is given in connection with the filing of the Registration
Statement on Form S-8 (the "Registration Statement") by Summit Bancorp. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to an aggregate of 7,000,000 shares of the
Company's Common Stock, par value $.80 per share (the "Shares"), which may be
offered pursuant to the Summit Bancorp. 1993 Incentive Stock and Option Plan
(the "Plan") either by means of a grant ("Program Stock") or through exercise of
stock options granted under the Plan ("Options"), to certain key employees of
the Company and of any subsidiary or parent corporation of the Company.
I have acted as counsel for the Company in connection with the filing
of the Registration Statement. In so acting, I have made such investigation,
including the examination of originals or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and instruments as I
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth. In connection therewith I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
or photostatic copies. As to questions of fact material to such opinion, I have
relied upon representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares will be,
when issued , delivered and paid for in accordance with the terms of the Program
Stock or Options under the Plan, be validly issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to any and all references to me in the
Prospectus which is part of said Registration Statement, should there be any.
Very truly yours,
/s/ Richard F. Ober, Jr.
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Summit Bancorp.
We consent to the use of our report dated January 20, 1998 relating to the
consolidated balance sheets of Summit Bancorp and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income, changes in
shareholders equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K of Summit Bancorp. incorporated by reference in the
Registration Statement on Form S-8 of Summit Bancorp. We also consent to the
reference to our firm under the caption "Interests of Named Experts and
Counsel".
/s/ KPMG LLP
Short Hills, New Jersey
February 4, 1999
