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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): DECEMBER 18, 1998
FIRST SOURCE BANCORP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 000-23809 22-3566151
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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1000 WOODBRIDGE CENTER DRIVE
Woodbridge, New Jersey
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
07095
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(ZIP CODE)
(732) 726-9700
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On December 18, 1998, First Source Bancorp, Inc. (the "Registrant " or
"First Source") completed its merger with Pulse Bancorp, Inc. ("Pulse") pursuant
to an Agreement and Plan of Merger (the "Agreement") dated as of July 9, 1998.
As a result of the merger, Pulse has been merged into Registrant and Pulse
Savings Bank, the wholly owned subsidiary of Pulse, has been merged into First
Savings Bank, SLA, the wholly owned subsidiary of First Source. The transaction
is being accounted for using the pooling-of-interests method of accounting.
Pursuant to the Agreement, based on the average closing price of
Registrant's common stock as reported on the Nasdaq National Market over the ten
day period ended December 9, 1998, the aggregate merger consideration paid by
Registrant, primarily in the form of stock of the Registrant, was $99.6 million,
including the value paid for Pulse stock options. Each issued and outstanding
share of Pulse common stock was exchanged for 3.764 shares of Registrant's
common stock plus cash in the amount of $30.04 per share in lieu of any
fractional share, in accordance with the terms of the Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(A) FINANCIAL STATEMENTS OF PULSE BANCORP, INC.
The following documents containing the financial statements of Pulse
Bancorp, Inc. filed with the Securities and Exchange Commission by Pulse
Bancorp, Inc. (File No. 000-18764), which were also incorporated by
reference in Registrant's Form S-4 Registration Statement, as amended (No.
333-63601), filed with the Securities and Exchange Commission on September
17, 1998, are incorporated herein by reference in this Form 8-K:
1. Pulse Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal
year ended September 30, 1997.
2. Pulse Bancorp, Inc.'s Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1997, March 31, 1998 and June 30, 1998.
The audited financial statements of Pulse Bancorp, Inc. for the fiscal year
ended September 30, 1998 will be filed under cover of an amendment on Form
8-K/A as soon as practicable, but not later than 60 days after the required
filing date for this Current Report on Form 8-K.
(B) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this item was not available
at the time of filing this Current Report on Form 8-K. Pro forma
information will be filed under cover of an amendment on Form 8-K/A as soon
as practicable, but not later than 60 days after the required filing date
for this Current Report on Form 8-K.
(C) EXHIBITS.
The following Exhibits are filed as part of this report:
Exhibit 23 Consent of KPMG LLP
Pursuant to the requirements of 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.
FIRST SOURCE BANCORP, INC.
By: /s/ John P. Mulkerin
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John P. Mulkerin
President and Chief Executive Officer
DATE: January 4, 1999
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Exhibit Index
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The following Exhibits are filed as part of this report:
Exhibit 23 Consent of KPMG LLP
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Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Form 8-K, dated January 4,
1999, of our report dated October 24, 1997, relating to the consolidated
statements of financial condition of Pulse Bancorp, Inc. and subsidiaries as of
September 30, 1997 and 1996 and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended September 30, 1997, which report is included in the
September 30, 1997 Annual Report on Form 10-K of Pulse Bancorp, Inc.,
incorporated by reference in the Form 8-K.
/s/ KPMG LLP
Short Hills, New Jersey
January 4, 1999
