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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): APRIL 1, 1999
................
GREATER COMMUNITY BANCORP
.................................................................
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-14294 22-2545165
.................................................................
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-942-1111
..............
.................................................................
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Effective April 1, 1999, Greater Community Bancorp (the
"Corporation") consummated the acquisition of First Savings Bancorp
of Little Falls, Inc. ("First Savings") and its subsidiary, First
Savings Bank of Little Falls, F.S.B. (the "Bank"). The main
offices of First Savings and the Bank were located in Little Falls,
Passaic County, New Jersey. The Bank had three branch offices.
The acquisition was made pursuant to a merger agreement entered into in
September, 1998 (the "Merger Agreement"). A copy of the Merger Agreement was
previously filed as Exhibit 2.1 to the Corporation's Form 8-K filed on September
10, 1998.
Pursuant to the Merger Agreement: (1) the Corporation paid the stockholders of
First Savings $23 million in cash; (2) GCB Acquisition Corp., a wholly-owned
subsidiary of the Corporation, merged with and into First Savings, which was the
surviving corporation of the merger and thereby became a wholly-owned subsidiary
of the Corporation; and (3) the Bank merged with and into Great Falls Bank, one
of the Corporation's bank subsidiaries. In a concurrent reorganization, the
assets and liabilities of one of the Bank's branches, located in Little Ferry,
New Jersey, were transferred to Bergen Commercial Bank, the Corporation's other
bank subsidiary.
The assets acquired in the merger were as follows:
- Approximately $109.8 million in net loans.
- Approximately $57.8 million in investments (primarily, approximately $37.0
million in taxable securities, net, and approximately $19.1 million in
mortgage-backed securities, net).
- Approximately $7.7 million in nonearning assets (primarily, approximately
$1.2 million in cash and due from banks, and approximately $1.5 million in real
estate owned, net; also includes approximately $2.7 in fixed assets, net,
consisting of leasehold improvements, equipment and other physical assets
related to the conduct of the Bank's banking business. The Bank had used such
fixed assets in its banking business. The Corporation's Bank Subsidiaries intend
to continue to use substantially all such fixed assets in their conduct of the
banking business at the newly-acquired branch locations.
In connection with the merger the Corporation also assumed approximately
$175.3 million in liabilities, consisting primarily of approximately $174.2
million in deposits, of which approximately $165.7 million were interest-bearing
and approximately $8.4 million were non-interest-bearing.
The sources of the Corporation's funds to pay the $23 million
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purchase price were as follows: (1) $12.1 million from the proceeds of a
short-term borrowing from Atlantic Central Bankers Bank; and (2) the remaining
$10.9 million from cash on hand.
The $23 million purchase price is approximately 227% of the book value of
First Savings at December 31, 1998 and 27 times its earnings for the twelve
months ended December 31, 1998.
The First Savings acquisition will be accounted for as a purchase. The
acquisition will both increase the Corporation's consolidated assets by
approximately 47% and reduce its tangible net worth by approximately $14.0
million, or 44%. The Bank had approximately $180 million in assets, and operated
from three branches. As a result of the acquisition the Corporation has net
loans of approximately $310.8 million, deposits of approximately $467.6 million
and total assets of approximately $547.7 million. The acquisition will result in
an increase of approximately $14.0 million in the Corporation's intangible
assets reflecting the premium paid, and concurrent reductions of the
Corporation's regulatory capital to approximately the following estimated
levels:
Pro Forma Capital Analysis
Pre- Post-
Acquisition Acquisition
Tier 1 Leverage Ratio (Tier I/Average Assets) 11.21% 6.21%
Tier I Core Capital Ratio 8.08% 3.85%
Tier I Risk-Based Capital Ratio 15.32% 8.86%
Tier I & Tier II Risk-Based Capital Ratio 21.58% 13.26%
The foregoing approximate numbers are estimates only. More complete actual
results will be reported in subsequent filings.
The Corporation anticipates the First Savings acquisition will have an
insignificant impact on earnings in 1999 and will be accretive to earnings in
2000. On a cash earnings basis (excluding the effect of amortization of
goodwill, which will be amortized over 20 years), the acquisition is expected to
be accretive to earnings in 1999 and 2000. However, there can be no guarantee in
this regard.
The foregoing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are not
historical facts and include expressions about management's confidence and
strategies and management's expectations about new and existing programs and
products, relationships, opportunities, technology and market conditions. These
statements may be identified by such forward looking terminology as "projected",
"estimated", "expect", "look", "believe", "anticipate", "may", "will", or
similar statements or variations of such terms. Such forward-looking statements
involve certain risks and uncertainties. These include, but are not limited to,
Rock's ability to generate deposits and loans and
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attract qualified employees, the direction of interest rates, levels of loan
quality and origination volume, continued relationships with major customers
including sources for loans, successful completion of the implementation of Year
2000 technology changes, as well as the effects of economic conditions and legal
and regulatory barriers and structure. Actual results may differ materially from
such forward-looking statements. The Corporation assumes no obligation for
updating any such forward-looking statement at any time.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The financial statements
required by Item 7 of Form 8-K are not included in this initial report on Form
8-K with respect to the acquisition of First Savings. Such financial information
will be provided within 60 days after the date this initial report must be
filed.
(b) Pro forma Financial Information. To the extent applicable, pro forma
financial information will be provided within 60 days after the date this
initial report must be filed.
(c) Exhibits. The following exhibit is being filed with this Report and is
attached hereto:
99.1 Certificate of Merger filed with the New Jersey Secretary of
State on March 31, 1999 relating to the merger of GCB
Acquisition Corp. (acquired corporation) with and into First
Savings Bancorp of Little Falls, Inc. (surviving corporation),
which thereby became a wholly-owned subsidiary of the
Corporation.
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.
GREATER COMMUNITY BANCORP
..............................
(Registrant)
APRIL 7, 1999 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT AND C.O.O.
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EXHIBIT 99.1
CERTIFICATE OF MERGER OF GCB ACQUISITION CORP. WITH AND
INTO FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
TO: SECRETARY OF STATE
STATE OF NEW JERSEY
Pursuant to the provisions of Section 14A:10-4.1 of the New Jersey Business
Corporation Act, N.J.S.A. 14A:1-1 et seq., the undersigned corporations hereby
certify as follows:
1. The names of the merging corporations are GCB ACQUISITION CORP. and FIRST
SAVINGS BANCORP OF LITTLE FALLS, INC. The merging corporations are business
corporations of the State of New Jersey.
2. FIRST SAVINGS BANCORP OF LITTLE FALLS, INC. is the surviving corporation of
the merger and the name of the surviving corporation following the merger is
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
3. Attached hereto and made a part hereof is a copy of the Plan of Merger for
the merger of GCB ACQUISITION CORP. and FIRST SAVINGS BANCORP OF LITTLE FALLS,
INC. as approved by the directors and the shareholders entitled to vote of each
of said merging corporations.
4. The Plan of Merger was approved by the sole shareholder of GCB ACQUISITION
CORP. on September 4, 1998.
5. The Plan of Merger was approved by the shareholders of FIRST SAVINGS BANCORP
OF LITTLE FALLS, INC. on January 19, 1999.
6. With respect to each corporation, the number of shares entitled to vote on
the plan of merger and the number of shares voted for and against the plan,
respectively, are as follows:
Number of Shares
Entitled Voted Voted
Name of Corporation to Vote For Against
GCB ACQUISITION CORP.
(Merging Corporation) 1,000 1,000 -0-
FIRST SAVINGS BANCORP OF
LITTLE FALLS, INC.
(Surviving Corporation) 440,100 430,675 -0-
7. The Registered Agent of FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
immediately prior to the effective date of the merger is Haralambos S.
Kostakopoulos and its Registered Office in New Jersey at which such Agent may be
found is 7 Center Avenue, Little Falls, NJ 07424. The Registered Agent of FIRST
SAVINGS BANCORP OF LITTLE FALLS, INC. immediately following the merger will be
NAQI A. NAQVI and its Registered Office will be 55 UNION BOULEVARD, TOTOWA,
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NJ 07512.
8. Pursuant to N.J.S.A. 14A:10-4.1(2), the merger provided for herein shall
become effective at the later of (a) the date of filing of this Certificate of
Merger with the Secretary of State of New Jersey or (b) 12:01 a.m. on April 1,
1999.
IN WITNESS WHEREOF, the corporations have executed this Certificate of Merger
on March 31, 1999.
GCB ACQUISITION CORP.
(Merging Corporation)
By: /s/ George E. Irwin
George E. Irwin, President
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
(Surviving Corporation)
By: /s/ Haralambos S. Kostakopoulos
Haralambos S. Kostakopoulos, President
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PLAN OF MERGER OF GCB ACQUISITION CORP. AND
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
1. This Plan of Merger is to be approved and implemented pursuant to and in
accordance with the Business Corporation Act of the State of New Jersey, Title
14A of the New Jersey Statutes (the "Act"), Chapter 10, N.J.S.A. 14A:10-1 et
seq., and that certain agreement entitled "Agreement and Plan of Merger" dated
September 4, 1998, by and among GREATER COMMUNITY BANCORP, GCB ACQUISITION CORP.
and FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
(the "Merger Agreement").
2. The names of the corporations proposing to merge are GCB ACQUISITION CORP.
and FIRST SAVINGS BANCORP OF LITTLE FALLS, INC. Both of such corporations are
business corporations organized and existing under the Act.
3. GCB ACQUISITION CORP. shall be merged with and into FIRST SAVINGS BANCORP
OF LITTLE FALLS, INC., which shall be the surviving corporation upon the
effective date of the merger and which shall continue to exist as the surviving
corporation under its present name pursuant to the provisions of the Act. FIRST
SAVINGS BANCORP OF LITTLE FALLS, INC. is hereinafter sometimes referred to as
the "Surviving Corporation." The separate corporate existence of GCB ACQUISITION
CORP. shall cease upon the effective date of the merger in accordance with the
provisions of the Act. GCB ACQUISITION CORP. is hereinafter sometimes referred
to as the "Acquired Corporation."
4. The Certificate of Incorporation of FIRST SAVINGS BANCORP OF LITTLE FALLS,
INC. upon the effective date of the merger shall be the Certificate of
Incorporation of the Surviving Corporation and said Certificate of Incorporation
shall continue in full force and effect until amended in the manner prescribed
by the provisions of the Act.
5. The Bylaws of GCB ACQUISITION CORP. upon the effective date of the merger
shall be the Bylaws of the Surviving Corporation and said Bylaws shall continue
in full force and effect until changed, altered or amended in the manner
prescribed by such Bylaws and the provisions of the Act.
6. Upon the effective date of the merger, GEORGE E. IRWIN shall take office as
the Surviving Corporation's sole director, and shall hold his directorship until
the election and qualification of his successor(s) or until his tenure is
otherwise terminated in accordance with the Surviving Corporation's Bylaws.
7. Until the election and qualification of their respective successors, the
officers of GCB ACQUISITION CORP. on the effective date of the merger will take
office as the officers of the Surviving Corporation. As soon as is practicable
following the effective date of the merger, the Surviving Corporation's
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Plan of Merger Page 2
director shall meet or otherwise take proper corporate action to consider the
election of additional or different officers of the Surviving Corporation, the
change of authorized signers on its bank accounts, and other matters affected by
the merger.
8. Each share of Common Stock of FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
issued and outstanding immediately prior to the effective date of the merger
shall be converted into a right to receive $52.26, subject to adjustment as
provided in Section 1.5 of the Merger Agreement and further subject to the
provisions of Section 1.6 thereof; provided that the total conversion amount
shall not exceed $23,000,000.
9. Each share of Common Stock of GCB ACQUISITION CORP. issued and outstanding
immediately prior to the effective date of the merger shall remain outstanding
immediately after the merger as an identical share of Common Stock of the
Surviving Corporation.
10. The proper officers of the Acquired Corporation and the Surviving
Corporation, respectively, shall execute and file a Certificate of Merger as
prescribed by the Act and shall do any and all other acts and things, and shall
make, execute, deliver, file, and/or record any and all other instruments,
papers, and documents which shall be or become necessary, proper, or convenient
to carry out or put into effect the merger provided for herein and in the Merger
Agreement.
11. The effective date of the merger herein provided for shall be the date of
filing of a Certificate of Merger with the Secretary of State of the State of
New Jersey in accordance with the Act or such later date as may be specified in
such Certificate of Merger.
