<PAGE>
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 13, 1995
THE SUMMIT BANCORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 0-8026 22-2007124
(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
One Main Street, Chatham, NJ 07928
(Address of principal executive offices)
Registrant's telephone number, including area code 201-701-2666.
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Item 5. Other Events
On June 13, 1995, The Summit Bancorporation ("Summit") signed a
definitive merger agreement with Garden State BancShares, Inc. ("GSB"),
pursuant to which Summit will acquire GSB in a tax-free, stock-for-stock
merger. Pursuant to the merger, each of the outstanding shares of GSB common
stock will be exchanged for 1.08 shares of Summit common stock. GSB will be
merged into Summit and GSB's wholly-owned subsidiary, Garden State Bank will
be merged with Summit's wholly-owned subsidiary, Summit Bank. Additionally,
GSB has the option to declare common dividends between June 13, 1995 and
closing equivalent to what GSB shareholders would have received if the merger
had closed on June 13, 1995.
The acquisition is conditioned upon necessary bank regulatory approvals,
the approval of GSB's shareholders, the receipt by GSB of updated fairness
opinions from its financial advisor, Advest, Inc. on a date shortly before
mailing the proxy statement to GSB shareholders in connection with the
transaction and at the closing of the transaction, and other customary
conditions. The parties anticipate that the merger will be consummated in the
last quarter of 1995.
In connection with the merger agreement GSB also granted Summit an
option to acquire 752,770 shares of GSB common stock at $15.75 per share under
certain circumstances.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Joint Press Release of The Summit Bancorporation and Garden State
BancShares, Inc. dated June 14, 1995.
SIGNATURES
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.
THE SUMMIT BANCORPORATION
(Registrant)
Dated: July 7, 1995
By: John F. Kuntz
-----------------------------------
(Signature)
John F. Kuntz
Senior Vice President, General Counsel
and Corporate Secretary
Attachment
2
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EXHIBIT INDEX
Exhibit 99 - News Release issued by the Company on June 14, 1995.
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Exhibit 99
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[SUMMIT BANK LOGO] One Main Street
Chatham, New Jersey 07928
News Release
For Information Contact: John R. Feeney, Senior Executive Vice President
and Chief Financial Officer
(201) 701-2510
William S. Burns, Vice President, Investor Relations
(201) 701-2581
Lori Friedman, Vice President, Public Relations
(201) 701-2638
FOR IMMEDIATE RELEASE
THE SUMMIT BANCORPORATION AND GARDEN STATE BANCSHARES, INC.
SIGN DEFINITIVE MERGER AGREEMENT
Chatham and Jackson, New Jersey (June 14, 1995) --- The Summit
Bancorporation (SUMMIT) (NASDAQ: SUBN) and Garden State BancShares, Inc.
(Garden State) (NASDAQ: GRDN) announced today that they have entered into a
definitive agreement for SUMMIT to acquire Garden State in a tax-free exchange
of stock. The agreement contemplates that each share of Garden State common
stock will be exchanged for 1.08 shares of SUMMIT common stock. Based on
SUMMIT's stock price of $20.75 as of June 13, 1995, this transaction is valued
at approximately $67 million, or $22.41 for each Garden State share. Garden
State had approximately 3.0 million common shares outstanding on March 31,
1995.
Garden State Bank, a wholly-owned subsidiary of Garden State, had $316
million in assets at March 31, 1995 and 9 retail branch locations, 8 of which
are in Ocean County and 1 in Monmouth County. Summit Bank, the $5.5 billion
commercial banking subsidiary of SUMMIT, currently has 19 offices in Ocean and
11 in Monmouth.
As a result of the proposed transaction, Garden State Bank and Summit
Bank will be merged. SUMMIT expects the transaction to be completed by the
fourth quarter of 1995 and to be accretive to earnings per share early in
1996.
The acquisition reinforces SUMMIT's competitive position in Ocean
County, moving it from a fifth position 8% deposit share, to a strong number
two position, with an approximately 12% deposit share. Commenting on the
transaction, SUMMIT's Chief Executive Officer, Robert G. Cox, said, "In-market
acquisitions of quality institutions like Garden State are important to our
strategy of increasing franchise value by improving our competitive position
in key markets. Over the past two decades, Ocean County's population growth
has been the fastest in New Jersey. SUMMIT has a long history of serving the
businesses and residents of this region and we look forward to serving an
expanded customer base."
-M O R E-
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The Summit Bancorporation Page 2 of 2
Theodore D. Bessler, President and Chief Executive Officer of Garden
State, said "We are pleased to join forces with SUMMIT, a highly respected
bank holding company. The exchange for SUMMIT stock will provide Garden State
shareholders with greatly increased liquidity. Our customers will benefit
from a vast array of products and services, as well as access to 90 SUMMIT
offices in 11 counties."
The merger is subject to approval by Garden State shareholders, and by
the appropriate state and federal banking authorities. The transaction is
expected to be accounted for as a pooling of interests. In a related action,
Garden State has granted an option to SUMMIT to purchase up to 19.9% of Garden
State's common stock, exercisable under certain circumstances. Additionally,
Garden State has the option, and is expected, to declare common dividends
between June 13, 1995 and closing equivalent to what Garden State shareholders
would have received if the merger had closed on June 13, 1995. SUMMIT's most
recent common dividend was $.21 per share payable June 15, 1995 to
shareholders of record on May 23, 1995.
The Summit Bancorporation is a $5.5 billion bank holding company whose
principal subsidiary, Summit Bank, was chartered in 1891. Summit Bank
operates 90 retail banking offices in Bergen, Essex, Hunterdon, Mercer,
Middlesex, Monmouth, Morris, Ocean, Somerset, Union and Warren Counties, and
is a member of the Federal Deposit Insurance Corporation (FDIC). Summit Bank
provides a full range of banking services including commercial banking, retail
consumer banking, private banking and asset management services. The Summit
Bancorporation and Summit Bank also operate specialized financial service
affiliates: The Summit Mortgage Company and Beechwood Insurance Agency, Inc.
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