-----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, P4NREgChA7on/1UA5yQ9dhqguZ4PCykykqKX8hgB1euPb8zYt7BU1EUmEaMSY0M5 H14h9/x5OocbJyXqituRAg== 0000943374-04-000613.txt : 20040716 0000943374-04-000613.hdr.sgml : 20040716 20040716131634 ACCESSION NUMBER: 0000943374-04-000613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040714 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001178970 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421547151 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: 04917645 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k_071404.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): July 14, 2004 ------------- 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.) 830 Bergen Avenue, Jersey City, New Jersey 07306-4599 - ------------------------------------------ ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 333-1000 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On July 14, 2004, the merger of First Sentinel Bancorp, Inc. with and into Provident Financial Services, Inc., as contemplated by the Agreement and Plan of Merger dated as of December 19, 2003 by and between Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. (the "Merger Agreement"), was consummated. The preceding is qualified in its entirety by reference to the Merger Agreement and a press release, which are attached as Exhibits 2.1 and 99.1 to this Form 8-K, respectively, and are incorporated by reference herein. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired. (i) The Audited Consolidated Statements of Financial Condition at December 31, 2003 and 2002 and the Audited Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001 of First Sentinel Bancorp, Inc. are incorporated herein by reference by Exhibit 99.2. (ii) The Unaudited Consolidated Statements of Financial Condition at June 30, 2004 and the Unaudited Consolidated Statements of Income for the six months ended June 30, 2004 will be provided by Provident Financial Services, Inc. by an amendment to this Form 8-K not later than 60 days after the date that this Form 8-K must be filed. (b) Pro forma financial information. (i) The Unaudited Combined Condensed Consolidated Pro Forma Financial Data at and for the six months ended June 30, 2004 will be provided by Provident Financial Services, Inc. by an amendment to this Form 8-K not later than 60 days after the date that this Form 8-K must be filed. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as December 19, 2003, by and between Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. (incorporated by reference to Provident Financial Services, Inc.'s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 25, 2004, as amended). 99.1 Provident Financial Services, Inc. press release dated July 14, 2004. 99.2 Financial Statements of First Sentinel Bancorp, Inc. (incorporated by reference to First Sentinel Bancorp, Inc.'s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 26, 2004). 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: July 16, 2004 By: /s/ Paul M. Pantozzi --------------------------------------- Paul M. Pantozzi Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 2.1 Agreement and Plan of Merger, dated as December 19, 2003, by and between Provident Financial Services, Inc. and First Sentinel Bancorp, Inc. (incorporated by reference to Provident Financial Services, Inc.'s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 25, 2004, as amended). 99.1 Provident Financial Services,Inc. press release dated July 14, 2004. 99.2 Financial Statements of First Sentinel Bancorp, Inc. (incorporated by reference to First Sentinel Bancorp, Inc.'s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 26, 2004). EX-99.1 2 form8k_ex991-071404.txt FORM 8-K Exhibit 99.1 NEWS RELEASE Provident Financial Services, Inc. (NYSE: PFS) Contact: Kenneth J. Wagner Senior Vice President Investor Relations Provident Financial Services, Inc. 830 Bergen Avenue Jersey City, NJ 07306 201-915-5344 FOR IMMEDIATE RELEASE: July 14, 2004 - ------------------------------------ PROVIDENT FINANCIAL SERVICES, INC. COMPLETES ACQUISITION OF FIRST SENTINEL BANCORP, INC. JERSEY CITY, N.J.--Provident Financial Services, Inc. (NYSE:PFS) ("Provident" or the "Company") announced today that its acquisition of First Sentinel Bancorp, Inc. ("First Sentinel") was completed as of the close of business on July 14, 2004. In accordance with the Agreement and Plan of Merger dated December 19, 2003, First Sentinel merged with and into Provident, and First Sentinel's subsidiary, First Savings Bank, merged with and into The Provident Bank (the "Bank"). The combined company has assets of approximately $6.4 billion and a network of 76 branches serving customers in ten counties in northern and central New Jersey. Provident will issue approximately 18.5 million shares of its common stock and pay cash of approximately $251.9 million to First Sentinel's stockholders in the transaction. In commenting on the merger, Paul M. Pantozzi, Provident's Chairman and CEO, said "This combination creates a solid and vibrant franchise that will benefit our stockholders, customers and employees. It greatly enhances our ability to serve the needs of businesses and individuals in the growing markets of central New Jersey. I am pleased to welcome aboard Christopher Martin as the new President of both the Company and the Bank, as well as John P. Mulkerin and Jeffries Shein as Directors of the Company and Bank Boards. I also welcome those dedicated employees of First Savings Bank who have continued to serve their customers so well and provided a foundation for us to build upon." Christopher Martin added, "As we join together with Provident, we combine to create one of the best franchises in New Jersey. Our pursuit of enhancing long-term stockholder value through continued improvement in earnings growth and operating efficiencies is a challenge we look forward to." Provident was advised by the investment banking firm of Lehman Brothers, Inc. and the law firm of Luse Gorman Pomerenck & Schick. P.C. First Sentinel was advised by the investment banking firm of Sandler O'Neill & Partners, LP and the law firm of Thacher Proffitt & Wood LLP. This news release contains certain forward-looking statements. 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." Provident Financial Services, Inc. does not undertake, and specifically disclaims, 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. ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----