-----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, LXkdihRa9Wcz6oBZBw7RGwGb79/gvwF9KfBgs+caLP2/Y3B44GoST2KErgDjFXWd fiHKnl9FuENAPyeKIxT2Cw== 0000930413-01-501615.txt : 20020412 0000930413-01-501615.hdr.sgml : 20020412 ACCESSION NUMBER: 0000930413-01-501615 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011204 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: 1805708 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 c22414-8k.txt FORM 8-K 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): DECEMBER 3, 2001 FIRST SENTINEL BANCORP, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-23809 22-3566151 --------- --------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 1000 WOODBRIDGE CENTER DRIVE WOODBRIDGE, NEW JERSEY ---------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 07095 ---------------- (ZIP CODE) (732) 726-9700 ------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE ------------------------------------------------------ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. First Sentinel Bancorp, Inc. (the "Registrant" or "First Sentinel") announced the sale of $25.0 million of trust preferred securities. The securities were issued by a special purpose business trust formed by the Registrant and were sold to a pooled investment vehicle sponsored by Sandler O'Neill & Partners, L.P. and Salomon Smith Barney Inc. in a private transaction. Of the $25.0 million of trust preferred securities sold, $12.5 million have a floating interest rate which resets semi-annually, equal to 6-month LIBOR plus 3.75%, with a ceiling of 11.0% for the first five years. The remaining $12.5 million have a fixed interest rate of 9.95%. The Registrant issued a press release announcing the sale on December 3, 2001. A copy of the release is attached hereto as Exhibit 20, and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following Exhibits are filed as part of this report: Exhibit 20 - Press Release dated December 3, 2001. 2 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. FIRST SENTINEL BANCORP, INC. By: /s/ JOHN P. MULKERIN ---------------------------------- John P. Mulkerin President and Chief Executive Officer DATE: December 4, 2001 3 EX-20 3 c22414_ex-20.txt PRESS RELEASE DATED DECEMBER 3, 2001 Exhibit 20 NASDAQ SYMBOL: FSLA FIRST SENTINEL BANCORP, INC. 1000 Woodbridge Center Drive, PO Box 5003, Woodbridge, New Jersey 07095 Phone: (732) 726-9700 Internet: www.firstsentinelbancorp.com NEWS RELEASE ================================================================================ FOR IMMEDIATE RELEASE CONTACT: Ann C. Clancy December 3, 2001 Investor Relations Ph: (732) 726-9700 x5514 Fax: (732) 726-5541 FIRST SENTINEL BANCORP SELLS $25.0 MILLION OF TRUST PREFERRED SECURITIES Woodbridge, NJ - The Board of Directors of First Sentinel Bancorp, Inc., ("First Sentinel") (NASDAQ: FSLA) the holding company for First Savings Bank, announced today that it has completed its offering of trust preferred securities in the aggregate amount of $25.0 million. The securities were issued by a special purpose business trust formed by First Sentinel and were sold to a pooled investment vehicle sponsored by Sandler O'Neill & Partners, L.P. and Salomon Smith Barney Inc. in a private transaction. The securities were sold pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the "Act"), and have not been registered under the Act. Sandler O'Neill assisted First Sentinel in the placement of the trust preferred securities. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Of the $25.0 million of trust preferred securities sold, $12.5 million have a floating rate of interest, which is reset semi-annually, equal to 6-month LIBOR plus 3.75%. The floating rate, however, may not exceed 11.0% for the first five years. The remaining $12.5 million of trust preferred securities have a fixed rate of interest of 9.95%. First Sentinel intends to use the proceeds from the sale of the securities for general corporate purposes, including the payment of dividends on and repurchases of First Sentinel's common stock. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state. First Sentinel, through its subsidiary, First Savings Bank, operates 22 branch offices in Middlesex, Monmouth, Mercer and Union Counties, New Jersey. Statements contained in this news release that are not historical fact are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated due to a large number of factors. Factors that may cause a difference include, but are not limited to, changes in interest rates, economic conditions, deposit and loan growth, real estate values, loan loss provisions, competition, customer retention and changes in legislation and regulation. First Sentinel assumes no obligation for updating any such forward-looking statements at any time. # # # -----END PRIVACY-ENHANCED MESSAGE-----