-----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, L1Newue52sJJXD8x2Ef2XkF9th5dI3RnGH5sRBqcTUm+cHRAcGwbBvOlJ0DEPr6n y/g3JmIdVjbYKnM6CfKDCw== 0000943374-02-000390.txt : 20021223 0000943374-02-000390.hdr.sgml : 20021223 20021223170245 ACCESSION NUMBER: 0000943374-02-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001178970 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31566 FILM NUMBER: 02867458 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k-122302.txt 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 13, 2002 Provident Financial Services, Inc. (Exact name of registrant as specified in its charter) Delaware 1-31566 42-1547151 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) Registrant's telephone number, including area code: (201) 333-1000 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On December 13th, December 17th and December 23rd, 2002, Provident Financial Services, Inc. issued press releases relating to litigation concerning The Provident Bank's Plan of Conversion. The press releases are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this report. Item 7. Financial Statements and Exhibits The following Exhibits are filed as part of this report: Exhibit No. Description 99.1 Press Release Issued by Provident Financial Services, Inc. on December 13, 2002 99.2 Press Release Issued by Provident Financial Services, Inc. on December 17, 2002 99.3 Press Release Issued by Provident Financial Services, Inc. on December 23, 2002 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. PROVIDENT FINANCIAL SERVICES, INC. DATE: December 23, 2002 By: /s/ Paul M. Pantozzi ---------------------------------- Paul M. Pantozzi Chairman, Chief Executive Officer and President EX-99.3 2 form8k_ex993-122302.txt PRESS RELEASE DATED DECEMBER 23, 2002 EXHIBIT 99.3 Press Release The Provident Bank From: The Provident Bank Contact: Kenneth Wagner 830 Bergen Avenue (201) 915-5344 Jersey City, NJ 07306 Kevin Ward (201) 915-5715 For Immediate Release: December 23, 2002 The Provident Bank's Conversion Plan Appealed JERSEY CITY, NJ --The Provident Bank today announced that a Notice of Appeal was filed on December 19, 2002 in the Superior Court of New Jersey, Appellate Division entitled In re the Decision and Order of the Commissioner, Department of Banking and Insurance, dated November 8, 2002 Permitting the Provident Bank to Convert from a Mutual to Stock Savings Bank naming as respondents the Commissioner, New Jersey Department of Banking and Insurance and The Provident Bank. The Notice of Appeal seeks to overturn the Commissioner's Decision and Order dated November 8, 2002 approving The Provident Bank's Plan of Conversion. In addition, the appellants in this Notice of Appeal have filed a request with the Commissioner to stay her November 8, 2002 Decision and Order and then require The Provident Bank to amend its Plan of Conversion to change certain provisions of the purchase limitations contained in the Plan of Conversion. The stay request alleges that the provisions contested by the appellants constitute violations of certain state laws and a breach of fiduciary duties by the Board of Managers of The Provident Bank. The appellants are the same individuals who were denied certain emergent relief requested on these provisions of the Plan of Conversion in the United States District Court for the District of New Jersey on December 17, 2002. The Provident Bank is confident that the Plan of Conversion as adopted satisfies all applicable legal requirements. The Plan of Conversion, including the purchase limitation provisions being challenged, has been reviewed by the bank regulatory agencies. On November 8, 2002 the New Jersey Commissioner of Banking and Insurance issued a Decision and Order approving the Bank's Application to Convert. In particular, the New Jersey Commissioner of Banking and Insurance determined that the Plan of Conversion was "fair and equitable to all depositors." On November 12, 2002, the Federal Deposit Insurance Corporation issued a statement of its intent to issue a notice of non-objection to the conversion. On November 12, 2002, the Federal Reserve Bank of New York approved the application submitted by Provident Financial Services, Inc. to become the bank holding company of The Provident Bank in connection with the conversion. On December 17, 2002 , the United States District Court for the District of New Jersey denied the appellants' request for emergent relief. The Provident Bank believes that the Notice of Appeal and the stay request are without merit and intends to defend its interests in these matters vigorously. EX-99.1 3 form8k_ex991-122302.txt PRESS RELEASE DATED DECEMBER 13, 2002 EXHIBIT 99.1 Press Release The Provident Bank From: The Provident Bank Contact: Kevin Ward 830 Bergen Avenue (201) 915-5715 Jersey City, NJ 07306 PROVIDENT BANK RESPONDS TO LAWSUIT JERSEY CITY, NJ A lawsuit has been filed in the United States District Court for the District of New Jersey against The Provident Bank, the members of the Board of Managers and Provident Financial Services, Inc., challenging the application of certain purchase limitations contained in the Plan of Conversion, and certain stock order requirements. The lawsuit alleges that these provisions constitute violations of certain federal and state laws and a breach of fiduciary duties by the Board of Managers. The lawsuit seeks to enjoin the application of these provisions, alter the schedule for closing of the offering and the meeting of depositors, and damages. The Provident Bank is confident that the Plan of Conversion as adopted satisfies all applicable legal requirements. The Plan of Conversion, including the purchase limitation provisions being challenged, has been reviewed by the bank regulatory agencies. On November 8, 2002, the New Jersey Commissioner of Banking and Insurance issued a Decision and Order ("Order") approving the Bank's Application to Convert. In particular, the New Jersey Commissioner of Banking and Insurance determined that the Plan of Conversion was "fair and equitable to all depositors." On November 12, 2002, the Federal Deposit Insurance Corporation issued a statement of its intent to issue a notice of non-objection to the conversion. On November 12, 2002, The Federal Reserve Bank of New York approved the application submitted by Provident Financial Services, Inc. to become the bank holding company of The Provident Bank in connection with the conversion. The Provident Bank believes that the lawsuit is without merit and intends to defend the lawsuit vigorously. EX-99.2 4 form8k_ex992-122302.txt PRESS RELEASE DATED DECEMBER 17, 2002 EXHIBIT 99.2 Press Release The Provident Bank From: The Provident Bank Contact: Kenneth Wagner 830 Bergen Avenue (201) 915-5344 Jersey City, NJ 07306 Kevin Ward (201) 915-5715 For Immediate Release: December 17, 2002 The Provident Bank Prevails at United States District Court Hearing Jersey City, NJ - The Provident Bank today announced that the United States District Court for the District of New Jersey denied all emergent relief requested in a lawsuit filed against The Provident Bank, the members of the Board of Managers and Provident Financial Services, Inc., challenging certain portions of The Provident Bank's Plan of Conversion. Specifically, the Court denied a request for a temporary restraining order and a preliminary injunction. Chairman, Chief Executive Officer and President Paul M. Pantozzi stated that the Plan of Conversion remained on schedule to close in January 2003. The lawsuit was filed in the United States District Court for the District of New Jersey against The Provident Bank, the members of the Board of Managers and Provident Financial Services, Inc., challenging the application of certain purchase limitations contained in the Plan of Conversion, and certain stock order requirements. The lawsuit alleges that these provisions constitute violations of certain federal and state laws and a breach of fiduciary duties by the Board of Managers. The lawsuit sought to enjoin the application of these provisions, alter the schedule for closing of the offering and the meeting of depositors, and damages. The decision today denied the request for a temporary restraining order and a preliminary injunction against the consummation of the Plan of Conversion. -----END PRIVACY-ENHANCED MESSAGE-----