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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 12, 1996
THE SUMMIT BANCORPORATION
(Exact Name of Registrant as Specified in its Charter)
New Jersey 0-8026 22-2007124
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
or incorporation
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 January 12, 1996, at a special meeting of shareholders of The
Summit Bancorporation ("Summit"), the shareholders of Summit approved the
Agreement and Plan of Merger dated September 10, 1995 as amended by Amendment
No. 1 dated December 1, 1995 (the "Merger Agreement") between UJB Financial
Corp. ("UJB") and Summit and the transactions contemplated thereby.
The number of shares of Summit common stock present and eligible to
vote in person or by proxy at the special meeting of shareholders of Summit was
27,826,826 or 81.5% of the number of shares of Summit common stock outstanding
on December 5, 1995, the record date for determining the holders of Summit
common stock entitled to notice of and to vote at the special meeting. Of
those shares cast at the special meeting, approximately 98% voted for approval
of the Merger Agreement and the transactions contemplated thereby.
Under the terms of the Merger Agreement, Summit will be merged with
and into UJB in a stock-for-stock merger (the "Merger").
Under the terms of the Merger Agreement, each outstanding share of
Summit's common stock (other than shares beneficially owned by UJB or a
subsidiary of UJB or held in the Treasury of Summit) will be exchanged for 0.90
shares of UJB common stock. In addition, all shares of $25.00 stated value
Adjustable Rate Cumulative Preferred Stock of Summit (other than shares
beneficially owned by UJB or a subsidiary of UJB or held in the Treasury of
Summit) will be converted into one share of $25.00 stated value Adjustable Rate
Cumulative Preferred Stock of UJB, a class of UJB Preferred Stock containing
similar rights, preferences, and limitations as Summit's Adjustable Rate
Cumulative Preferred Stock.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits
99 News Release by The Summit Bancorporation dated January 12,
1996.
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: January 12, 1996 By: /s/ John F. Kuntz
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(Signature)
John F. Kuntz
Senior Vice President, General Counsel,
and Corporate Secretary
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99 News Release Dated September 11, 1995
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[SUMMIT BANK LETTERHEAD]
Media Contact: Investor Relations Contact:
Anna Fand, AVP William S. Burns, SVP
Public Relations Investor Relations
(201) 701-2634 (201) 701-2581
FOR IMMEDIATE RELEASE
SHAREHOLDERS OF THE SUMMIT BANCORPORATION
APPROVE MERGER WITH UJB FINANCIAL CORP.
Chatham, New Jersey, January 12, 1996--Shareholders of The Summit
Bancorporation (NASDAQ:SUBN) approved an agreement and plan of merger between
The Summit Bancorporation (SUMMIT) and UJB Financial Corp. (NYSE:UJB) at a
special meeting of shareholders held today at the Madison Hotel in Convent
Station, New Jersey.
The agreement and plan of merger provides that SUMMIT's shareholders
will receive 0.90 shares of UJB Financial common stock for each share of SUMMIT
common stock in a tax-free exchange. Cash will be paid in lieu of fractional
shares of UJB Financial common stock. The resulting company will operate under
the Summit Bancorp. name and will have approximately $22 billion in assets and
$18 billion in deposits. The merger will create New Jersey's second largest
bank.
Subject to regulatory approvals, it is anticipated that the merger of
SUMMIT and UJB Financial will close later in the first
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The Summit Bancorporation
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quarter of this year. Shareholders of UJB Financial meet later today to vote
on the proposed merger.
The Summit Bancorporation (SUMMIT), headquartered in Chatham, New
Jersey, is a single bank holding company established in 1974. At September 30,
1995, SUMMIT had total assets of $5.6 billion. SUMMIT's common stock is traded
on the NASDAQ National Market System under the symbol "SUBN."
SUMMIT's commercial bank subsidiary is Summit Bank which was chartered
in 1891 and is headquartered in Summit, New Jersey. Summit Bank operates 89
banking offices in 11 New Jersey counties: Bergen, Essex, Hunterdon, Mercer,
Middlesex, Monmouth, Morris, Ocean, Somerset, Union and Warren Counties.
Summit Bank is a member of the Federal Deposit Insurance Corporation (FDIC).
UJB Financial is a Princeton-based financial services organization
with $15.5 billion in assets and 265 community banking offices of United Jersey
Bank in New Jersey and First Valley Bank in eastern Pennsylvania. Its major
lines of business include commercial, retail, mortgage banking and investment
management. These core businesses offer a full array of financial services to
individuals, businesses, nonprofit organizations, government entities and other
financial institutions.
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