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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 1996
SUMMIT BANCORP
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(Exact name of registrant as specified in its charter)
Ohio 33-29708 34-1599501
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification #)
incorporation)
2680 West Market Street, Akron, Ohio 44333
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-864-8080
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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On December 31, 1996, Summit Bancorp ("Summit") issued the press
release included as Exhibit 99 to this report and incorporated by reference
herein, announcing the signing of a definitive agreement for the acquisition of
the stock of Summit by FirstFederal Financial Services Corp. The acquisition is
expected to close in July 1997, and is subject to the approval of Summit's
shareholders and regulatory approval.
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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 hereunto duly authorized.
SUMMIT BANCORP
By: /s/ Jon W. Park
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Jon W. Park
Vice President and Chief Financial Officer
Date: January 8, 1997
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INDEX TO EXHIBITS
Sequentially
Numbered Page
Where Attached
Exhibit is Located
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99 Press Release of Summit, dated December 31, 1996 5
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EXHIBIT 99
F i r s t F e d e r a l
- -----------------------
FINANCIAL
- ---------
SERVICES
- --------
CORP
- ----
NEWS RELEASE
- ------------
<TABLE>
<CAPTION>
<S> <C> <C>
GARY G. CLARK, CHAIRMAN DAVID C. VERNON, CHAIRMAN
FIRSTFEDERAL FINANCIAL SERVICES CORP SUMMIT BANCORP FOR IMMEDIATE - RELEASE
135 EAST LIBERTY STREET 2680 WEST MARKET STREET -----------------------
WOOSTER, OH 44691 AKRON, OH 44333 DECEMBER 31, 1996
PHONE: (330) 264-8001 PHONE: (330) 864-8080 -----------------
</TABLE>
FirstFederal Financial Services Corp
and Summit Bancorp Sign Definitive Agreement
Wooster and Akron, Ohio - - FirstFederal Financial Services Corp
(NASDAQ-FFSW, FFSWP, FFSWO) and Summit Bancorp ("Summit") jointly announced
today the signing of a definitive agreement for the acquisition of the stock of
Summit Bancorp by FirstFederal.
Under the terms of the agreement, FirstFederal will exchange 1.87 shares
of its common stock for each of the 234,916 shares of Summit stock. Based on the
average of FirstFederal's closing bid and ask price of $39.375 on December 30,
1996, the transaction would be valued at approximately $17.3 million. The
merger, which will be accounted for as a pooling of interests, is expected to be
consummated during the third quarter of 1997, pending Summit shareholder
approval, regulatory approval and other customary conditions of closing. The
transaction is expected to be a tax-free reorganization for federal income tax
purposes.
Summit Bancorp's subsidiary, Summit Bank, has two commercial banking
offices. Its main office is located at 2680 West Market Street in Akron and a
second office is located at 126 West Streetsboro Street in Hudson. At September
30, 1996, Summit had total assets of $79.2 million, deposits of $64.5 million
and shareholders' equity of $6.9 million. Summit reported net income of $0.6
million for the first nine months of 1996 with an annualized return on assets of
1.03% and an annualized return on shareholders' equity of 11.72%.
Gary G. Clark, chairman and chief executive officer of FirstFederal
stated, "Summit is a great performing community bank with a strong reputation
for providing exceptional customer service. It is a natural market extension to
our existing franchise which includes the contiguous markets of Wayne, Medina
and Stark Counties. It will also expand our ability to serve the small business
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lending market and further diversify our balance sheet which has been heavily
concentrated in residential mortgage loans. The fact that Summit Bank was just
started in 1991 and has grown and prospered to its current position is a real
tribute to the dedication of the employees, management and Board. It is
FirstFederal's intent to operate Summit Bank as a wholly owned subsidiary with
its name, management and Board intact. In addition, we are pleased to appoint
Mr. David C. Vernon to the Board of Directors of FirstFederal."
David C. Vernon, chairman and chief executive officer of Summit stated,
"This is exciting news for Summit Bancorp shareholders and for Summit Bank
clients. With this merger, we have formed a new partnership with an outstanding
financial services organization which solidly positions us to serve our
community in the future."
FirstFederal Financial Services Corp is the holding company for two
financial service companies: Mobile Consultants, Inc., a broker and servicer of
manufactured housing finance contracts, which does business in 23 states, and
First Federal Savings and Loan Association of Wooster, which specializes in
residential mortgage loans and consumer loans. It also offers a full range of
retail financial services through its twenty offices in the north central Ohio
counties of Wayne, Ashland, Medina, Richland and Knox. In addition to banking
services, First Federal Savings and Loan Association owns and operates an
insurance agency, H.F.S. Agency Inc., and an investment subsidiary, Home
Financial Services, which offers a full line of investment products. First
Federal also owns a mortgage loan production subsidiary, First Federal Mortgage
Services Corp, with offices in Canton, Stow, and New Philadelphia, Ohio and
Professional Appraisal Services Corp, a real estate appraising and consulting
firm.
McDonald and Company Securities, Inc. is serving as Summit's financial
advisor in connection with the transaction.
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FirstFederal Financial's Acquisition of Summit Bancorp
Summary Fact Sheet
<TABLE>
<S> <C>
ANNOUNCEMENT DATE: December 31, 1996
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DEAL STRUCTURE: Pooling of interests
- --------------- Tax-free exchange
Definitive agreement signed
$750,000 Break-up fee
Due diligence completed
TERMS: 1.87 shares of FirstFederal Financial common for each share of Summit.
- ------ Fixed exchange ratio.
TIMING: Subject to normal regulatory and Summit's shareholder approval.
- ------- Closing expected by July 31, 1997.
PRICING*: Purchase price per share $73.63
Price to book value (9/30/96) 250%
Price to trailing earnings
9/30/96 annualized) 21.5X
FirstFederal shares issued(,000) 439
Estimated transaction value $17.3 million
TRANSACTION RATIONALE:
o Logical contiguous expansion into growth market.
o Acquisition of small business commercial
lending and private banking expertise,
essential in FirstFederal's diversification
effort.
o FirstFederal's equity generation will permit continued expansion of Summit's market.
o Due to diversity of operations, minimal cost savings projected (5%).
o Transaction is expected to be marginally accretive to earnings per share in the first year.
<FN>
*Based upon the average of the closing bid & ask price for FirstFederal stock on
December 30, 1996 of $39.375.
</TABLE>
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FirstFederal Financial's Acquisition of Summit Bancorp
Pro Forma Combined Fact Sheet
September 30, 1996
($ in thousand except per share)
<TABLE>
<CAPTION>
FirstFederal Summit Pro Forma
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<S> <C> <C> <C>
Total assets 1,111 79 1,190
Gross loans 808 55 863
Deposits 638 65 703
Borrowings 373 7 380
Equity 82 7 89
Equity / assets 7.42% 8.74% 7.51%
Fully diluted shares outstanding (,000) 5,561 235 6,000
Tangible book value per fully diluted share $14.81 29.48 14.88
Market capitalization ($ millions)* 218.9 6.90 236.26
Number of Offices 20 2 22
</TABLE>
Based upon the average of FirstFederal closing bid and ask price on December
30, 1996 of $39.375 and book value for Summit.
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