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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) February 2, 1996
UNITED COUNTIES BANCORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
0-11282 22-2453041
(Commission File Number) (IRS Employer Identification No.)
Four Commerce Drive, Cranford, New Jersey 07016
(Address of principal executive offices)
(908) 931-6600
(Registrant's telephone number, including area code)
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Item 5. Other Events.
United Counties Bancorporation reported net income of
$32.189 million for the year ended December 31, 1995, a 35.3%
increase above the $23.792 million recorded for the 1994 year.
These earnings totalled $15.00 and $11.12 per share respectively,
for 1995 and 1994. This increase is largely attributable to the
after-tax gain of $7.630 million, or $3.56 per share, resulting
from a gain on the exchange of equity securities.
For the fourth quarter of 1995, net income totalled
$6,680,000, or $3.11 per share, a 10.0% rise from the $6,073,000,
or $2.82 per share, for the same period in 1994. This increase
included an after-tax gain of $957,000, or $.45 per share, from
the exchange of securities.
Stockholders' equity increased from $181,583,000 at year-end
1994, to $204,629,000 as recorded on December 31, 1995, an
increase of $23,046,000, or 12.7%. This gain is primarily the
result of earnings retention, net of cash dividends, plus an
improvement of $2,488,000 in the net unrealized gain on
securities available-for-sale. Total assets at December 31, 1995
were $1,621,251,000 compared to $1,680,940,000 at year-end 1994.
As previously communicated, the adjourned Special Meeting of
Stockholders to consider the proposed merger between United
Counties Bancorporation and Meridian Bancorp, Inc., will be
reconvened on Wednesday, February 7, 1996, at Corporate
Headquarters. The meeting had been adjourned in order to allow
United Counties Bancorporation shareholders the opportunity to
receive supplemental information related to the proposed merger
between Meridian and CoreStates Financial Corp., Philadelphia,
Pennsylvania, announced prior to the November 1, 1995 Stockholder
Meeting.
Item 7. Exhibits.
99 Press Release of United Counties Bancorporation dated
February 2, 1996
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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 thereunto duly authorized.
UNITED COUNTIES BANCORPORATION
Dated: February 5, 1996 By: NICHOLAS A. FRUNGILLO, JR.
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Nicholas A. Frungillo, Jr.
Treasurer and
Chief Financial Officer
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INDEX TO EXHIBITS
99 Press Release of United Counties Bancorporation dated
February 2, 1996
EXHIBIT 99
United Counties Bancorporation reported net income of $32.189
million for the year ended December 31, 1995, a 35.3% increase
above the $23.792 million recorded for the 1994 year. These
earnings totalled $15.00 and $11.12 per share respectively, for
1995 and 1994. This increase is largely attributable to the
after-tax gain of $7.630 million, or $3.56 per share, resulting
from a gain on the exchange of equity securities.
For the fourth quarter of 1995, net income totalled $6,680,000,
or $3.11 per share, a 10.0% rise from the $6,073,000, or $2.82
per share, for the same period in 1994. This increase included
an after-tax gain of $957,000, or $.45 per share, from the
exchange of securities.
Within the Balance Sheet, during this last quarter, United
Counties Bancorporation reclassified certain securities from
investment securities "held-to-maturity" to "available-for-sale",
as permitted under Statement of Financial Accounting Standards
Board Release No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". This classification will provide
greater flexibility in interest rate management, enhanced
liquidity, and opportunities for total rate of return management.
Stockholders' equity increased from $181,583,000 at year-end
1994, to $204,629,000 as recorded on December 31, 1995, an
increase of $23,046,000, or 12.7%. This gain is primarily the
result of earnings retention, net of cash dividends, plus an
improvement of $2,488,000 in the net unrealized gain on
securities available-for-sale. Total assets at December 31, 1995
were $1,621,251,000 compared to $1,680,940,000 at year-end 1994.
As previously communicated, the adjourned Special Meeting of
Stockholders to consider the proposed merger between United
Counties Bancorporation and Meridian Bancorp, Inc., will be
reconvened on Wednesday, February 7, 1996, at Corporate
Headquarters. The meeting had been adjourned in order to allow
United Counties Bancorporation shareholders the opportunity to
receive supplemental information related to the proposed merger
between Meridian and CoreStates Financial Corp., Philadelphia,
Pennsylvania, announced prior to the November 1, 1995 Stockholder
Meeting.
