-----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, S4gIRRT0MB7QLH1qsL1ADtS7DEq4wuVB7Dtx+ypfYp53WCpY/MOrNTsAW3qEhtq1 aby2HW6wniZnqePLyfr+TQ== 0000891092-04-002837.txt : 20040608 0000891092-04-002837.hdr.sgml : 20040608 20040608170018 ACCESSION NUMBER: 0000891092-04-002837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040608 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040608 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: 04854275 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 e18166_8k.txt FORM 8-K ================================================================================ 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): June 8, 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 (IRS Employer incorporation or organization) File 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 June 8, 2004, First Sentinel Bancorp, Inc. ("First Sentinel") and Provident Financial Services, Inc. ("Provident") issued a press release announcing that the companies have received approval from the Federal Deposit Insurance Corporation to complete the merger of First Savings Bank, the wholly owned subsidiary of First Sentinel, with and into The Provident Bank, the wholly owned subsidiary of Provident. The transaction remains subject to the non-objection of the Federal Reserve Bank of New York, which has received written notice of the transaction. The merger is also subject to the approval of the stockholders of both Provident and First Sentinel. Election materials will be mailed to First Sentinel stockholders on or about June 9, 2004, with a deadline for submission of 5:00 p.m. on June 30, 2004. Assuming the non-objection of the Federal Reserve Bank of New York and receipt of stockholder approvals, it is anticipated that the transaction will be consummated in mid-July. 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 June 8, 2004, announcing Provident Financial Services, Inc. obtains FDIC approval of the First Sentinel Merger -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: June 8, 2004 -3- EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated June 8, 2004, announcing Provident Financial Services, Inc. obtains FDIC approval of the First Sentinel Merger -4- EX-99.1 2 e18166ex99_1.txt PRESS RELEASE Exhibit 99.1 Provident Financial Services, Inc. Obtains FDIC Approval of The First Sentinel Merger JERSEY CITY and WOODBRIDGE, N.J., June 8 /PRNewswire-FirstCall/ -- Provident Financial Services, Inc. (NYSE: PFS) ("Provident") and First Sentinel Bancorp, Inc. (Nasdaq: FSLA) ("First Sentinel") have received approval from the Federal Deposit Insurance Corporation to complete the merger of First Savings Bank, the wholly owned subsidiary of First Sentinel, with and into The Provident Bank, the wholly owned subsidiary of Provident. The New Jersey Department of Banking and Insurance also has approved the merger. The merger of First Sentinel with and into Provident remains subject to the approval of the stockholders of both Provident and First Sentinel. Stockholders' meetings are scheduled for both companies on June 23, 2004. A Joint Proxy Statement/Prospectus dated May 7, 2004 has been mailed to stockholders of record of both Provident and First Sentinel as of April 30, 2004, respectively. The transaction also remains subject to the non-objection of the Federal Reserve Bank of New York. Provident has provided the requisite notice of the transaction to the Federal Reserve Bank of New York. Assuming the non-objection of the Federal Reserve Bank of New York and receipt of stockholder approvals, it is anticipated that the transaction will be consummated in mid-July. First Sentinel stockholders have the option to elect to receive $22.25 in cash, 1.092 shares of Provident common stock or a combination thereof for each of their shares of First Sentinel common stock, subject to the allocation and proration requirements of the Merger Agreement. Election materials will be mailed to First Sentinel stockholders on or about June 9, 2004. First Sentinel stockholders will have until 5:00 p.m. on June 30, 2004 to submit completed election form(s) and related materials indicating their preference. This deadline may be extended by Provident and First Sentinel under certain circumstances described in the election materials and the Joint Proxy Statement/Prospectus. Questions regarding the election procedures should be directed to First Sentinel's information agent, Georgeson Shareholder Communications, Inc., at 1-800-368-9818. 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 release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus. The shares of common stock are not savings accounts, may lose value and are not insured by the Federal Deposit Insurance Corporation or any government agency. 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- 06/08/2004 /CONTACT: Kenneth J. Wagner, Senior Vice President, Investor Relations of Provident Financial Services, Inc., +1-201-915-5344; or Ann C. Clancy, Executive Vice President, Investor Relations of First Sentinel Bancorp, Inc., +1-732-726-9700 x5514 / /Web site: http://www.firstsentinelbancorp.com / (FSLA PFS) CO: Provident Financial Services, Inc.; First Sentinel Bancorp, Inc.; Federal Deposit Insurance Corporation ST: New Jersey IN: FIN SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----