-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvC2zxnF09n0m4iZ0cHi1QfKpZgIE9cWJw3g/OhhwGyRD1SmEC9T+PhWGRBz+TNc p//5E0CC3ri+nHW1TkarFQ== 0000891092-04-003160.txt : 20040712 0000891092-04-003160.hdr.sgml : 20040712 20040712112710 ACCESSION NUMBER: 0000891092-04-003160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040712 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SENTINEL BANCORP INC CENTRAL INDEX KEY: 0001051092 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 223566151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23809 FILM NUMBER: 04909412 BUSINESS ADDRESS: STREET 1: 1000 WOODBRIDGE CENTER DRIVE CITY: WOODBRIDGE STATE: NJ ZIP: 07095 BUSINESS PHONE: 7327268700 MAIL ADDRESS: STREET 1: 1000 WOODBRIDGE CENTER DRIVE CITY: WOODBRIDGE STATE: NJ ZIP: 07095 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SOURCE BANCORP INC DATE OF NAME CHANGE: 19971209 8-K 1 e18379_8k.txt FORM 8K ================================================================================ 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 Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2004 ---------- FIRST SENTINEL BANCORP, INC. (Exact name of registrant as specified in its charter) ---------- Delaware 000-23809 22-3566151 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 1000 Woodbridge Center Drive, Woodbridge, New Jersey 07095 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (732) 726-9700 Not Applicable (Former name or former address, if changed since last report) ================================================================================ Items 1 through 4, 6, 8, 9, 10, 11 and 12. Not Applicable. Item 5. Other Events and Required FD Disclosure. On July 12, 2004, First Sentinel Bancorp, Inc. ("First Sentinel") and Provident Financial Services, Inc. ("Provident") issued a press release announcing the merger consideration election, allocation and proration results. The joint press release issued by Provident and First Sentinel is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. financial statements and exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits The following Exhibits are filed as part of this Report: Exhibit No. Description ----------- ----------- 99.1 Press Release, dated July 12, 2004, announcing the merger consideration election, allocation and proration results. -2- signature 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. FIRST SENTINEL BANCORP, INC. ---------------------------- By: /s/ Christopher Martin Christopher Martin President and Chief Executive Officer Dated: July 12, 2004 -3- EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release, dated July 12, 2004, announcing the merger consideration election, allocation and proration results. -4- EX-99.1 2 e18379ex99_1.txt PRESS RELEASE Exhibit 99.1 Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. Announce Merger Consideration Election, Allocation and Proration Results JERSEY CITY, N.J., and WOODBRIDGE, N.J., July 12 /PRNewswire-FirstCall/ -- Provident Financial Services, Inc. (NYSE: PFS) ("Provident") and First Sentinel Bancorp, Inc. (Nasdaq: FSLA) ("First Sentinel") today announced preliminary results of elections made by stockholders of First Sentinel as to the form of merger consideration to be received in the pending merger of First Sentinel with and into Provident. Under the terms of the Agreement and Plan of Merger dated December 19, 2003, 60% of First Sentinel common shares will be converted into Provident common stock and the remaining 40% will be converted into cash. First Sentinel's stockholders were given the option to receive either 1.092 shares of Provident common stock, $22.25 of cash, or some combination thereof, subject to the allocation and proration procedures set forth in the Agreement and Plan of Merger. In accordance with the terms of the merger agreement, and based upon the preliminary election results and allocation procedures: * First Sentinel stockholders who made a stock election for all or a portion of their shares of First Sentinel common stock will receive 1.092 shares of Provident common stock for each of their stock election shares. * Since the cash merger consideration was oversubscribed, First Sentinel stockholders who made a cash election for all or a portion of their shares of First Sentinel common stock will receive the cash consideration of $22.25 per share for approximately 63.44% of their cash election shares and will receive 1.092 shares of Provident common stock per share for approximately 36.56% of their cash election shares. * First Sentinel stockholders who did not make a valid election prior to 5:00 p.m. on June 30, 2004 will receive 1.092 shares of Provident common stock for each of their shares of First Sentinel common stock. No fractional shares of Provident common stock shall be issued. In lieu of such fractional shares Provident will pay to each former holder of First Sentinel common stock an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise be entitled and (ii) the average of the daily closing sales price of a share of Provident common stock as reported on the NYSE for the five consecutive trading days immediately preceding the closing date of the transaction. The closing is scheduled for July 14, 2004. Please call Registrar and Transfer Company at 1-800-368-5948, beginning on July 14, 2004, for information regarding individual allocation results. Provident and its wholly owned subsidiary, The Provident Bank, reported assets of $4.26 billion and deposits of $2.69 billion as of March 31, 2004. The Provident Bank is a full-service, community-oriented bank that provides financial services to individuals, families and businesses through 54 full- service banking offices in northern and central New Jersey. First Sentinel and its wholly owned subsidiary, First Savings Bank, reported assets of $2.18 billion and deposits of $1.35 billion as of March 31, 2004. First Savings Bank is a full-service, community-oriented bank that provides financial services to individuals, families and businesses through 22 full-service banking offices in central New Jersey. This news release contains certain forward-looking statements about the proposed merger of Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. These statements include statements regarding the anticipated closing date of the transaction. Forward-looking statements can be identified by the fact that they include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could," or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, legislative and regulatory changes and other factors disclosed by Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. in their periodic filings with the SEC. Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. SOURCE First Sentinel Bancorp, Inc. -0- 07/12/2004 /CONTACT: Kenneth J. Wagner, Senior Vice President, Investor Relations of Provident Financial Services, Inc., +1-201-915-5344, or Ann C. Clancy, Esq., Executive Vice President, Investor Relations of First Sentinel Bancorp, Inc., +1-732-726-9700, Ext. 5514/ /Web site: http://www.firstsentinelbancorp.com / (FSLA PFS) CO: First Sentinel Bancorp, Inc. ST: New Jersey IN: FIN SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----