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) - April 30, 1997
COLLECTIVE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17515 22-2942769
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
716 West White Horse Pike, Cologne, New Jersey 08213
(Address of principal executive offices, zip code)
609-625-1110
(Registrant's telephone number, including area code)
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Item 5. Other Events
In April 1997, the Registrant publicly reported its results of
operations for the three and nine-month periods ended March 31, 1997.
Filed herewith is a portion of the financial statements and notes
thereto for such periods that will be included in the Registrant's Form
10-Q for the quarterly period ended March 31, 1997. The financial
information contained herein will be included in a Form S-4
registration statement to be filed by Summit Bancorp. in connection
with the Agreement and Plan of Merger, dated February 27, 1997, between
the Registrant and Summit Bancorp.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(27) Financial Data Schedule
(99) Financial Statements of Collective Bancorp, Inc. and
Subsidiary:
.1 Statements of Consolidated Financial Condition as of
March 31, 1997 and June 30, 1996.
.2 Statements of Consolidated Operations for the three
months ended March 31, 1997 and 1996 and the nine months
ended March 31, 1997 and 1996.
.3 Notes to Consolidated Financial Statements.
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.
Collective Bancorp, Inc.
-------------------------
(Registrant)
Date: April 30, 1997 BERNARD H. BERKMAN
------------------
Bernard H. Berkman
Executive Vice President and
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Consolidated Financial Condition as of March 31, 1997 (Unaudited)
and the Statement of Consolidated Operations for the nine months ended March 31,
1997 (Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 65936
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 54595
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 239551
<INVESTMENTS-CARRYING> 2167995
<INVESTMENTS-MARKET> 2030149
<LOANS> 2862570
<ALLOWANCE> 0
<TOTAL-ASSETS> 5517588
<DEPOSITS> 3498659
<SHORT-TERM> 1573384
<LIABILITIES-OTHER> 53903
<LONG-TERM> 5487
0
0
<COMMON> 205
<OTHER-SE> 385950
<TOTAL-LIABILITIES-AND-EQUITY> 5517588
<INTEREST-LOAN> 161948
<INTEREST-INVEST> 120150
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 282098
<INTEREST-DEPOSIT> 105614
<INTEREST-EXPENSE> 60672
<INTEREST-INCOME-NET> 115812
<LOAN-LOSSES> 2554
<SECURITIES-GAINS> 375
<EXPENSE-OTHER> 70813
<INCOME-PRETAX> 55333
<INCOME-PRE-EXTRAORDINARY> 35476
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35476
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.73
<YIELD-ACTUAL> 7.25
<LOANS-NON> 20374
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 12891
<CHARGE-OFFS> 1984
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 13461
<ALLOWANCE-DOMESTIC> 13461
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE>
<CAPTION>
======================================================================================================================
EXHIBIT (99.1)
======================================================================================================================
COLLECTIVE BANCORP, INC. AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION
March 31 June 30
1997 1996
--------------- ---------------
<S> <C> <C>
ASSETS (Dollar amounts in thousands except per share
data)
Cash $ 65,936 $ 65,084
Federal funds sold 19,595 3,646
Securities purchased under agreement to resell 35,000 -
--------------- ---------------
Total cash and cash equivalents 120,531 68,730
Loans held for sale, at amortized cost, market
value of $3,774 and $5,231 3,600 5,186
Securities available for sale, at market value 235,951 162,284
Investment securities, at amortized cost, market
value of $302,573 and $271,650 307,534 276,171
Loans receivable 2,876,031 2,561,041
Less allowance for loan losses (13,461) (12,891)
--------------- ---------------
Loans receivable, net 2,862,570 2,548,150
Mortgage-backed securities, at amortized cost,
market value of $1,727,576 and $1,896,831 1,860,461 1,973,642
Real estate acquired in settlement of loans, net 4,165 5,427
Land, office buildings and equipment, net 41,096 39,239
Other assets 44,810 42,335
Core deposit premium 9,980 8,191
Goodwill 26,890 16,116
--------------- ---------------
Total assets $5,517,588 $5,145,471
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand deposits, non-interest bearing $ 140,083 $ 95,792
Demand deposits, interest bearing 602,199 508,295
Savings and investment accounts 863,144 845,199
Savings certificates 1,893,233 1,805,101
--------------- ---------------
Total deposits 3,498,659 3,254,387
Short-term borrowings 1,573,385 1,467,633
Long-term borrowings 5,486 5,815
Advance payments by borrowers for taxes and insurance 25,536 26,852
Other liabilities 28,367 26,480
--------------- ---------------
Total liabilities 5,131,433 4,781,167
--------------- ---------------
Stockholders' Equity:
Common stock, par value $.01 per share; authorized - 37,000,000
shares; issued - 20,496,019 shares in March 1997 and 20,418,641
shares in June 1996; outstanding - 20,446,519 shares in March
1997
and 20,374,141 shares in June 1996 205 204
Preferred stock, par value $.01 per share;
authorized - 2,500,000 shares; none outstanding - -
Additional paid-in capital 60,490 59,699
Treasury stock, at cost; 49,500 shares in March 1997
and 44,500 shares in June 1996 (1,230) (1,093)
ESOP debt (5,008) (5,816)
Unrealized appreciation on available for sale securities,
net of tax 1,311 1,090
Retained earnings, substantially restricted 330,387 310,220
--------------- ---------------
Total stockholders' equity 386,155 364,304
--------------- ---------------
Total liabilities and stockholders' equity $5,517,588 $5,145,471
=============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
EXHIBIT (99.2)
===================================================================================================================================
COLLECTIVE BANCORP, INC. AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED OPERATIONS
Three Months Ended Nine Months Ended
March 31 March 31
1997 1996 1997 1996
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
(Dollar amounts in thousands except per share data)
INTEREST INCOME:
Interest on mortgage loans $51,736 $43,738 $150,078 $130,404
Interest on other loans 4,154 3,812 11,870 12,140
Interest on mortgage-backed securities 32,754 34,841 99,439 106,171
Interest and dividends on investments 7,110 6,056 20,711 17,558
--------------- ---------------- --------------- ----------------
Total interest and dividend income 95,754 88,447 282,098 266,273
--------------- ---------------- --------------- ----------------
INTEREST EXPENSE:
Interest on deposits 35,521 32,103 105,614 99,131
Interest on Federal Home Loan Bank
advances and other borrowed funds 20,275 20,127 60,672 62,699
--------------- ---------------- --------------- ----------------
Total interest expense 55,796 52,230 166,286 161,830
--------------- ---------------- --------------- ----------------
NET INTEREST INCOME BEFORE PROVISION
FOR LOAN LOSSES 39,958 36,217 115,812 104,443
PROVISION FOR LOAN LOSSES 1,010 410 2,554 1,099
--------------- ---------------- --------------- ----------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 38,948 35,807 113,258 103,344
--------------- ---------------- --------------- ----------------
OTHER INCOME:
Loan servicing 1,063 1,239 3,021 3,167
Gain (Loss) on sale of loans and securities 266 (162) 375 1,032
Financial service fees and other income 3,328 2,453 9,492 7,390
--------------- ---------------- --------------- ----------------
Total other income 4,657 3,530 12,888 11,589
--------------- ---------------- --------------- ----------------
Total income before other expense 43,605 39,337 126,146 114,933
--------------- ---------------- --------------- ----------------
OTHER EXPENSE:
Compensation and employee benefits 7,900 7,463 22,592 21,377
Occupancy expense 2,966 2,806 8,444 8,036
Advertising 345 380 1,012 915
Deposit insurance 491 1,521 3,269 4,572
SAIF recapitalization assessment - - 16,653 -
Computer services 1,119 1,113 3,242 3,667
Loan expense 735 732 2,240 2,347
Real estate operations (33) 326 82 495
Amortization of intangibles 1,627 1,178 4,302 3,578
Other expenses 3,194 2,787 8,977 7,890
--------------- ---------------- --------------- ----------------
Total other expense 18,344 18,306 70,813 52,877
--------------- ---------------- --------------- ----------------
INCOME BEFORE INCOME TAXES 25,261 21,031 55,333 62,056
INCOME TAXES 9,264 7,508 19,857 22,215
--------------- ---------------- --------------- ----------------
NET INCOME $15,997 $13,523 $35,476 $39,841
=============== ================ =============== ================
PER SHARE DATA:
Primary and fully diluted net income per share $0.78 $0.66 $1.73 $1.95
Dividends per common share $0.25 $0.20 $0.75 $0.60
Average primary shares outstanding 20,510,349 20,457,753 20,473,728 20,446,517
Average fully diluted shares outstanding 20,514,570 20,457,780 20,500,714 20,448,803
</TABLE>
<PAGE>
================================================================================
EXHIBIT (99.3)
================================================================================
COLLECTIVE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited interim consolidated financial statements of Collective
Bancorp, Inc. and subsidiary ("Collective") included herein should be
read in conjunction with the audited financial statements for the year
ended June 30, 1996 included in Collective's 1996 Annual Report and
incorporated by reference in the Form 10-K for that year. The unaudited
interim financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the results
for the periods presented. Such adjustments consist only of normal
recurring accruals. The results of operations for the three and
nine-month periods ended March 31, 1997 are not necessarily indicative
of the results to be expected for the fiscal year ending June 30, 1997.
2. On February 27, 1997, Collective entered into an Agreement and Plan of
Merger with Summit Bancorp. ("Summit") pursuant to which Collective
will be merged with and into Summit and shares of Collective's common
stock will be converted into whole shares of Summit's common stock and
cash in lieu of fractional shares based on an exchange ratio of Summit
common to Collective common of .895. The merger is subject to approval
by Collective's stockholders and certain regulatory agencies. The
merger is expected to be consummated during the third calendar quarter
of 1997.
3. In connection with the enactment of the Deposit Insurance Funds Act of
1996 ("DIFA") on September 30, 1996, Collective Bank, a wholly-owned
subsidiary of Collective Bancorp, Inc., was required to pay a one-time
special assessment of $16.653 million to the Federal Deposit Insurance
Corporation ("FDIC") to capitalize the Savings Association Insurance
Fund ("SAIF") to its required reserve ratio. The special assessment
rate of 65.7 cents per $100 of SAIF-assessable deposits was applied as
of March 31, 1995. The assessment was paid in November 1996.
DIFA also requires the Financing Corporation ("FICO") bond obligation
to be shared by insured depository institutions pro rata beginning in
the year 2000. For the transition period from January 1, 1997 to
December 31, 1999, banks will pay one-fifth of the assessment rate
imposed upon thrifts calculated on their Bank Insurance Fund ("BIF")
deposit base. During this period, the FICO assessment rates are
estimated to be 1.3 basis points for banks and 6.4 basis points for
thrifts, such as Collective Bank. From 2000 to 2019, when the FICO
bonds are retired, the FICO assessment rate is estimated to run under
2.5 basis points per $100 of each institution's insured deposit base.
DIFA directs the Treasury Department to present a report to Congress
by March 31, 1997 regarding the development of a common charter for all
depository institutions. The report is to include a recommendation for
legislative and administrative action. DIFA requires that the BIF and
the SAIF be merged into a single new fund (the Deposit Insurance Fund)
on January 1, 1999, provided "no insured depository institution is a
savings association on that date".
4. On August 20, 1996, the Small Business Job Protection Act of 1996
("SBJPA") was enacted, which included a repeal of the thrift bad debt
reserve method (percentage-of-taxable income method) under section 593
of the Internal Revenue Code. The repeal is effective for Collective's
1997 fiscal year. Since 1993, Collective has used the
percentage-of-taxable income method in its income tax returns.
Effective July 1, 1996, Collective was required to change from the
reserve method to the specific charge-off method to calculate its bad
debt deduction. The change in bad debt tax accounting methods has not
had, nor is it expected to have, a material impact on Collective's
results of operations.
The SBJPA also provided for the recapture of a thrift's post-1987
excess bad debt reserve resulting from the use of the reserve method
for calculating the bad debt deduction. Pre-1988 excess bad debt
reserves are not subject to recapture. The recaptured amount must be
taken into taxable income ratably over a six-year period commencing
with the thrift's tax year beginning in 1996. The timing of the
recapture may be delayed for a one or two-year period provided the
residential loan requirement is met. Collective expects to meet the
residential loan requirement for its 1996 and 1997 tax years.
Therefore, its estimated tax liability of approximately $5.5 million,
resulting from the recapture, will be payable over a six-year period
commencing with Collective's 1999 fiscal year. The excess bad debt
reserve recapture is not expected to have a material impact on
Collective's results of operations or financial position because
Collective has recorded deferred income tax provisions on its excess
bad reserves since 1987.
5. On October 1, 1996, Collective acquired the outstanding capital stock
of Continental Bancorporation for $25.7 million in cash pursuant to an
agreement entered into on May 21, 1996. Simultaneously with the
acquisition, Continental Bancorporation was liquidated and its
subsidiary, Continental Bank of New Jersey ("Continental") became a
subsidiary of Collective. Continental's name was changed subsequently
to Collective Bank of New Jersey. Collective Bank of New Jersey was a
state-chartered, BIF-insured commercial bank with total assets of
$161.3 million and deposits of $129.5 million on the date of
acquisition. The acquisition was accounted for by the purchase method.
It has not had, nor is it expected to have, a material effect on
Collective's results of operations or financial position. Collective
Bank of New Jersey was merged into Collective Bank in February 1997.
