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 23, 2004
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PROVIDENT FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-31566 42-1547151
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Required FD Disclosure
On June 23, 2004, Provident Financial Services, Inc. and First Sentinel
Bancorp, Inc. issued a joint press release announcing annual meeting results,
stockholder approval of the merger and receipt of final regulatory approval of
the merger. A copy of the joint press release, dated as of June 23, 2004, is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
99.1 Joint press release dated June 23, 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: June 24, 2004 By /s/Paul M. Pantozzi
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Paul M. Pantozzi
Chairman, Chief Executive Officer
and President
EXHIBIT INDEX
Exhibit Description
99.1 Joint press release dated June 23, 2004.
EXHIBIT 99.1
NEWS RELEASE
Provident Financial Services, Inc. (NYSE: PFS)
First Sentinel Bancorp, Inc (Nasdaq: FSLA)
Contacts:
Kenneth J. Wagner Ann C. Clancy, Esq.
Senior Vice President Executive Vice President
Investor Relations Investor Relations
Provident Financial Services, Inc. First Sentinel Bancorp, Inc.
830 Bergen Avenue 1000 Woodbridge Center Drive
Jersey City, NJ 07306 Woodbridge, NJ 07095
201-915-5344 732-726-9700 x5514
FOR IMMEDIATE RELEASE: June 23, 2004
PROVIDENT FINANCIAL SERVICES, INC. AND FIRST SENTINEL BANCORP, INC.
ANNOUNCE ANNUAL MEETING RESULTS, STOCKHOLDER APPROVAL OF MERGER
AND FINAL REGULATORY APPROVAL
JERSEY CITY, N.J. & WOODBRIDGE, N.J.-- Provident Financial Services, Inc. (NYSE:
PFS) ("Provident") and First Sentinel Bancorp, Inc. (NASDAQ: FSLA) ("First
Sentinel") have announced that at the annual meeting of stockholders of each
company held on June 23, 2004, stockholders of both companies approved the
Agreement and Plan of Merger dated December 19, 2003 by and between Provident
and First Sentinel and the transactions contemplated by the merger agreement.
The merger is expected to be consummated in mid-July, 2004.
Provident and First Sentinel also announced that the Federal Reserve Bank of New
York has issued its non-objection to the merger and that all regulatory
approvals for the merger have now been obtained.
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 have been
mailed to First Sentinel stockholders. 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. Questions regarding the election procedures should
be directed to First Sentinel's information agent, Georgeson Shareholder
Communications, Inc., at 1-800-368-9818.
At Provident's annual meeting of stockholders, John G. Collins, Frank L. Fekete,
David Leff and Paul M. Pantozzi were elected to the Board of Directors of
Provident, each for a three-year term. Provident's stockholders also ratified
the appointment of KPMG LLP as Provident's independent auditor for year ending
December 31, 2004.
At the First Sentinel annual meeting, stockholders elected George T. Hornyak,
Jr., John P. Mulkerin and Jeffries Shein to serve until consummation of the
merger, or if the merger is not consummated, for three-year terms. First
Sentinel stockholders also ratified the appointment of KPMG LLP as First
Sentinel's independent auditors for the year ending December 31, 2004.
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.