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 earliest event reported) December 28, 1993
The Trustcompany Bancorporation
(Exact Name of Registrant as Specified in Charter)
New Jersey 0-14005 22-2652843
(State or Other Jurisdiction (Commission
of Incorporation) File Number) Identification No.)
35 Journal Square, Jersey City, New Jersey 07306
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (201) 420-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 28, 1993, pursuant to an Agreement and Plan of Merger,
dated as of November 15, 1993, by and among The Trustcompany
Bancorporation ("Trustcompany"), The Trust Company of New Jersey,
a state chartered bank ("TCNJ"), and TCBC Acquisition Corp.
("Merger Sub"), a wholly owned subsidiary of TCNJ, Merger Sub merged
with and into Trustcompany, with Trustcompany as the surving
corporation (the "Merger").
As a result of the Merger, each share of Trustcompany common stock,
without par value, was converted into one share of TCNJ common stock, par
value $2.00 per share ("TCNJ Common Stock"), and each share of
Trustcompany Series A 9.75% Cumulative Preferred Stock was converted into
one share of TCNJ 9.75% Cumulative Preferred Stock. Accordingly,
Trustcompany has been eliminated as a holding company for TCNJ and the
shareholders of Trustcompany now directly own shares in TCNJ.
Upon the effectiveness of the Merger, TCNJ Common Stock was deemed
registered under Section 12(g) of the Securities Exchange Act, as amended
(the "Exchange Act"), without the filing of a registration statement
therefor. TCNJ is, therefore, a reporting issuer under the Exchange Act
in succession to Trustcompany. Accordingly, Trustcompany is filing with
the Securities and Exchange Commission a Form 15 to suspend its reporting
obligations.
As a state chartered bank, TCNJ will file its Exchange Act reports with
the Federal Deposit Insurance Corporation ("FDIC"). For more information
with respect of the Merger, reference may be made to the report on
F-3 being filed by TCNJ with the FDIC, as such successor issuer.
Item 7. Financial statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(21) Proxy Statement, dated December 2, 1993, previously filed
with the Securities and Exchange Commission on December 2,
1993.
-2-
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.
Date: January 5, 1994.
THE TRUSTCOMPANY BANCORPORATION
By: /s/ John F. Love
Name: John F. Love
Title: Treasurer
-3-
INDEX TO EXHIBITS
(21) Proxy Statement, dated December 2, 1993, previously filed
with the Securities and Exchange Commission on December 2,
1993.
-4-