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): November 5, 1998
NSS Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Connecticut 0-22937 06-1485317
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
48 Wall Street, Norwalk, Connecticut 06852
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:203-838-4545
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On November 5, 1998, the shareholders of NSS Bancorp, Inc. ("NSS"), at
a Special Meeting, approved a Reorganization Agreement dated June 17, 1998
(the "Plan of Reorganization") between NSS and Summit Bancorp, a New Jersey
bank holding company ("Summit") pursuant to which Summit will acquire control
of NSS and its wholly-owned subsidiary, NSS Bank (the "Reorganization"). All
required regulatory approvals for the transaction have also been received.
Under the Plan of Reorganization, NSS will be merged with and into Summit and
each share of NSS common stock will be exchanged for whole shares of Summit
common stock at the exchange rate of 1.232 shares of Summit common stock for
each share of NSS common stock. Any NSS shareholder entitled to a fractional
share of Summit stock will receive a cash payment equal to a fractional
amount multiplied by the closing price of Summit common stock on the last
trading day prior to the "Effective Time" of the merger. The merger is
expected to be completed before the end of 1998.
The Reorganization is subject to the fulfillment of several additional
conditions to closing contained in the Plan of Reorganization, all of which
conditions are expected to be satisfied or waived at or before the Effective
Time.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November 10, 1998
NSS Bancorp, Inc.
(Registrant)
By: \s\
Robert T. Judson
Its: President
