UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: March 17, 1998
INTERCHANGE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-10508 22-2553159
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
PARK 80 WEST/PLAZA TWO, SADDLE BROOK, N.J. 07663
(Address of principal executive offices) (Zip Code)
(201) 703-2265
(Registrant's telephone number, including area code)
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Item 5. Other Events
On January 28, 1998, the registrant issued the following press release
pertaining to the acquisition of The Jersey Bank for Savings by merger.
SADDLE BROOK, N.J. - Interchange Financial Services Corporation (AMEX:
ISB) ("Interchange"), which is the one-bank holding company for Interchange
State Bank, its principal subsidiary, and The Jersey Bank for Savings ("Jersey")
jointly announced today that they have signed a definitive agreement under which
Interchange will acquire Jersey in a merger of Jersey into Interchange State
Bank. As of 12/31/97 Interchange had $548 million in assets and operates 12
branches in Bergen County, New Jersey. The Merger is intended to be a share for
share tax free transaction and will be treated as a pooling of interests. Each
of the outstanding shares of Jersey will be exchanged for one (1) share of
Interchange and the exchange ratio is fixed. Taking into account the conversion
ratio of Jersey's convertible Preferred Stock, the transaction will involve the
issuance of approximately 518,000 shares of Interchange's stock. Based on
Interchange's closing stock price of $29.00 on 1/27/98, the transaction is
valued at approximately $15 million .
"We are pleased with this acquisition, which fits our expansion plans
and reinforces our position as the largest independent community bank in Bergen
County", stated Anthony S. Abbate, President and Chief Executive Officer of
Interchange and Interchange State Bank.
Richard A. Gilsenan, Chairman of the Board of Jersey, noted:
"Interchange makes an ideal partner for us since they are a Bergen County based
community bank with a presence in our service area. This clearly benefits our
customers, our stockholders and our community". For the year ended 12/31/97,
Jersey had $6.4 million in equity, $70 million in deposits and net income of
approximately $425 thousand, excluding extraordinary items. Jersey is a $77
million asset savings bank with branches in Montvale and River Edge, New Jersey.
The acquisition is conditioned upon the satisfaction of necessary bank
regulatory approvals, the approval of the shareholders of Jersey and other
customary conditions. The parties anticipate that the merger will be consummated
late in the second, or early in the third, quarter of 1998.
In connection with the merger agreement, Jersey granted Interchange an
option to purchase 126,950 shares of Jersey's authorized but unissued common
stock.
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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.
INTERCHANGE FINANCIAL SERVICES CORPORATION
By: S/S ANTHONY LABOZZETTA
Anthony Labozzetta, Executive Vice President and CFO
Date: January 28, 1998
