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)
March 1, 1996
Summit Bancorp.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 1-6451 22-1903313
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or File No.) Identification No.)
organization)
301 Carnegie Center, P.O. Box 2066,
Princeton, New Jersey 08543-2066
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(Address of principal executive offices)
Registrant's telephone number, including area code (609) 987-3200
UJB Financial Corp.
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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
At 12:01 a.m. on March 1, 1996, the merger of The Summit Bancorporation
("Bancorporation") into UJB Financial Corp. ("UJB") under the name "Summit
Bancorp." became effective (the "Effective Time"). (UJB as the surviving
corporation under the name Summit Bancorp. is referred to herein as the
"registrant"). The acquisition of Bancorporation was accomplished as provided in
the Agreement and Plan of Merger, dated September 10, 1995, as amended by
Amendment No. 1 dated December 1, 1995, between Bancorporation and UJB ("Merger
Agreement") (previously filed as Exhibit 10 A. to the Current Report on Form 8-K
of the registrant, dated September 10, 1995). The merger will be accounted for
on a pooling-of-interests basis.
Bancorporation was a New Jersey business corporation and bank holding
company registered under the Federal Bank Holding Company Act of 1956, which had
its principal executive offices in Chatham, New Jersey and which owned all of
the outstanding capital stock of one bank subsidiary, Summit Bank. Summit Bank
provides general commercial, retail and trust and fiduciary services. As of
December 31, 1995, Summit Bank held approximately $5.7 billion in assets and
operated 89 banking offices located in 11 counties in northern and central New
Jersey. Registrant will carry on the business of Bancorporation.
In the merger of Bancorporation into the registrant, each shareholder of
Bancorporation will receive 0.90 shares of registrant's Common Stock for each
outstanding share of Bancorporation Common Stock held at the Effective Time and
cash in lieu of any fractional share based on the rate of $38.125 per share.
Each holder of the $25 stated value Adjustable Rate Cumulative Preferred Stock
of Bancorporation will be entitled to receive a like number of shares of the
Adjustable Rate Cumulative Preferred Stock, Series C ($25 stated value) of the
registrant. At the Effective Time, shareholders of Bancorporation held
37,865,450 shares of Bancorporation Common Stock and 504,481 shares of the $25
stated value Adjustable Rate Cumulative Preferred Stock of Bancorporation. In
the acquisition the registrant will issue approximately 34,078,905 shares of its
Common Stock and 504,481 shares of Adjustable Rate Cumulative Preferred Stock,
Series C ($25 stated value).
The exchange ratio was determined in arms-length negotiations between the
registrant and Bancorporation and was deemed by the Boards of Directors of the
respective companies to be fair from a financial point of view to the
shareholders of the registrant and Bancorporation, respectively. Merrill Lynch &
Co. and Keefe, Bruyette & Woods, Inc., in letters dated December 12, 1995,
issued to the registrant and Bancorporation, respectively, stated that in their
opinion the consideration was fair from a financial point of view to the
shareholders of the registrant and Bancorporation, respectively.
The Merger Agreement provided, and the UJB Board, prior to the Effective
Time, resolved, among other things, that Robert G. Cox, President and Chief
Executive Officer of Bancorporation, and six other directors of Bancorporation,
be elected directors of the registrant effective the Effective Time. The Merger
Agreement also provided for Mr. Cox to enter into an employment agreement with
the registrant at the Effective Time.
The employment agreement provides for Mr. Cox to serve, commencing at the
Effective Time, as the President of the registrant and United Jersey Bank (the
registrant's largest bank subsidiary) (after United Jersey Bank's anticipated
merger with Summit Bank under the name Summit Bank), for an initial term of
three years; provided, however, on the first and second anniversary dates of the
employment agreement, the term of the employment agreement shall be extended
automatically for one additional year unless not later than 180 days prior to
such anniversary date, either party shall have given written notice to the other
of its or his election not to extend the term of the employment agreement. The
employment agreement additionally provides for Mr. Cox to receive (i) base
salary of not less than $500,000, (ii) an annual bonus at least equal to the
highest annual bonus received by him during any of three calendar years
preceding the Effective Time, (iii) incentive, savings and retirement plan
benefits which in the aggregate are equal to those received by peer executives
of Summit, or, if
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more favorable, the most favorable incentive, savings and retirement plan
benefits received by him in the 180 days preceding the Effective Time, (iv)
health and welfare plan benefits which in the aggregate are equal to those
received by peer executives of Summit, or, if more favorable, the most favorable
health and welfare plan benefits received by him in the 180 days preceding the
Effective Time, and (v) other customary fringe benefits received by peer
executives of Summit, or, if more favorable, the most favorable of the fringe
benefits received by him in the 180 days preceding the Effective Time. In the
employment agreement, Mr. Cox agreed that for a period of one year following any
termination of the employment agreement he will not accept employment with any
national or state bank or thrift institution or affiliate thereof at a place of
employment within 25 miles of any branch location of the registrant or any of
its subsidiaries. The employment agreement also provides for the registrant to
assume the obligations of Bancorporation under the change of control agreement
between Bancorporation and Mr. Cox. The change of control agreement provides for
Mr. Cox to receive certain benefits and a severance payment in the event his
employment is terminated following a change of control or a potential change of
control as those terms are defined in the agreements (the "Change of Control
Events") equal to three times the highest salary and bonus received by him in
the 36 months preceding the change of control. The agreement also provides for
reimbursement of a portion of the excise taxes payable (if any) as a result of
receipt by Mr. Cox of payments and benefits as a result of a termination after a
Change of Control Event. The term of the change of control agreement extends
through December 31, 1998 but is automatically extended each January 1,
commencing January 1, 1998, for an additional one year unless either party gives
the other party six months advance written notice of termination. In the event
of a change of control, the agreement remains in effect for not less than 36
months following the change of control. In no event does the agreement extend
beyond Mr. Cox's 65th birthday.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Pursuant to subsection (a)(4) of Item 7 to Form 8-K, the registrant hereby
indicates that it is impracticable at the time of the filing of this Current
Report on Form 8-K to provide the financial statements for the acquired business
and pro forma financial information required by Item 7. The registrant intends
to file the required financial statements for the acquired business and pro
forma financial information by March 22, 1996.
(b) Pro Forma Financial Information
Pursuant to subsection (a)(4) of Item 7 to Form 8-K, the registrant hereby
indicates that it is impracticable at the time of the filing of this Current
Report on Form 8-K to provide the financial statements for the acquired business
and pro forma financial information required by Item 7. The registrant intends
to file the required financial statements for the acquired business and pro
forma financial information by March 22, 1996.
(c) Exhibits
None
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: March 18, 1996 SUMMIT BANCORP.
By:/s/DENNIS A. WILLIAMS
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Dennis A. Williams
Senior Vice President
