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): June 17, 1998
NSS Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
Commission file number: 0-22937
I.R.S. Employee Identification No.: 06-1485317
48 Wall Street
Norwalk, CT 06483
(Address of principal executive offices)
(203) 838-4545
(Registrant's telephone number, including area code)
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Item 1: Changes in Control
On June 17, 1998, NSS Bancorp, Inc. ("NSS") and Summit Bancorp
("Summit") entered into a Reorganization Agreement (the "Agreement") which
provides for, among other things, the acquisition of NSS by Summit through
a stock-for-stock exchange. The Agreement provides for the following
alternative transactional structures: (i) the merger of NSS into Summit;
(ii) the merger of NSS into a wholly owned subsidiary of Summit; or (iii)
the exchange of shares of Summit for shares of NSS (the "Acquisition").
Upon completion of the Acquisition, NSS Bank, the wholly owned subsidiary
of NSS, will become the wholly owned subsidiary of Summit. The Agreement
provides that shareholders of NSS will receive 1.232 shares of Summit
common stock for each share of NSS common stock. The transaction will be
a tax-free exchange to the holders of NSS common stock and will be
accounted for on a purchase basis. The Boards of Directors of NSS and
Summit expect the transaction to close in the fourth quarter of 1998.
The Acquisition is subject to customary conditions, including but not
limited to, the approval of federal bank regulatory authorities, the
Connecticut Banking Commissioner and NSS shareholders, the issuance of a
fairness opinion of NSS's financial advisor indicating that the transaction
is fair to NSS shareholders, and the absence of a material adverse change
in the business of Summit or NSS.
The transaction may be terminated by one or both of the companies'
Boards of Directors if, among other things: (i) the average price of Summit
stock during a trading period specified in the Agreement is less than
$39.11 per share and reflects a 17% or more drop in price as compared to an
index arbitrarily created from the current stock prices of 19 banking
institutions deemed to be similar to Summit in terms of size and other
factors; (ii) NSS Shareholders do not approve the transaction; (iii) all
regulatory approvals are not obtained; (iv) the closing does not occur by
March 1, 1999; (v) a change in circumstances occurs that has a material
adverse effect on either company; or (vi) a condition to closing is not
satisfied or a representation made in the Agreement is false or misleading
and incurable.
In connection with the Agreement, NSS has issued an option to Summit,
which, upon the occurrence of certain events, may result in the issuance
of 19.9% of the outstanding NSS common stock to Summit at a per share
exercise price equal to $45.00 . In the event that NSS is unable to issue
10% or more of its common stock to Summit, NSS has agreed to issue 9.9% of
its common stock to Summit plus pay to Summit a break-up fee equal to the
economic equivalent of an option to purchase an additional 10% of NSS
common stock.
NSS's Directors and Executive Officers have agreed in a separate
letter agreement to vote all of their shares in favor of the Agreement.
According to NSS's Form 10-K/A dated April 30, 1998, NSS Directors and
Executive Officers hold 314,971 shares of NSS common stock, or
approximately 13.2% of the currently outstanding shares of NSS common
stock.
NSS is headquartered in Norwalk, Connecticut and has assets of $650
million.
Item 7: Exhibits
99.1 Reorganization Agreement between NSS and Summit dated June 17, 1998
(incorporated by reference to Schedule 13D filed by Summit on June 29,
1998).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
Date: July 1, 1998 NSS Bancorp, Inc.
By: /S/ Robert T. Judson
Robert T. Judson
Its President
