Reasserting its desire to remain independent, Summit Bancorp said it had agreed to acquire BMJ Financial Corp. of Bordentown, N.J., in a tax-free exchange of stock worth $164.5 million.

The deal would bring Summit, a $22 billion-asset holding company based in Princeton, N.J., an additional $650 million in assets and 20 branches.

"This acquisition will enhance Summit's presence in key central and southern New Jersey counties comprising nearly 5,000 businesses and a half- million households," said chairman and chief executive T. Joseph Semrod.

Analysts said the transaction was well reasoned, though they noted that the price, $21.77 per share, was a relatively steep 2.51 times BMJ's book value.

But observers seemed to think it was worth it. The larger Summit's presence in New Jersey, the less likely it is to be taken over, according to Anthony R. Davis, a bank equity analyst at Dean Witter. And independence has been a watchword at the company, which resulted from the merger in March of Summit with UJB Financial Corp.

"Before UJB and Summit merged, they had been a major force in northern and central New Jersey," Mr. Davis said. "This acquisition gives them balance in the southern part of the state."

He and others noted that the BMJ deal is also in keeping with a transaction Summit closed in May: the purchase of Central Jersey Financial Corp., a $466.2 million-asset thrift company in East Brunswick.

"This acquisition complements and solidifies that announcement," said David Winton, an analyst with Keefe, Bruyette, & Woods Inc. "Summit had branches in Burlington, Mercer, and Ocean counties, but it wasn't enough."

BMJ, which owns Bank of Mid-Jersey, has 11 branches in Burlington, eight in Mercer, and one in Ocean County. In those same counties. Summit has six, 11, and 23, respectively.

The merger, expected to close early next year, would jump Summit to No. 3 from No. 8 in the Burlington County market, according to SNL Securities. Units of PNC Bank Corp., Pittsburgh, and First Union Corp., Charlotte, N.C., are first and second.

Summit is already second in both Mercer and Ocean counties. First Union leads in Ocean County, Philadelphia-based CoreStates Financial Corp. in Mercer.

The merger agreement calls for each of BMJ Financial's 7.56 million shares to be exchanged for 0.56 share of Summit. As is routine in such deals, Summit has an option to purchase up to 19.9% of BMJ Financial's stock if certain conditions occur.

The pooling-of-interests transaction is subject to approval by regulators and BMJ Financial shareholders.

Mr. Davis said the effect on Summit's expenses is one of the more important aspects of the combination, which he said should add to earnings in 1998.

"By the time Summit closes the acquisition next year, it will eliminate over 50% of operating expenses, and that is one major advantage," said Mr. Davis.

He added that BMJ does not have the sophistication in investment banking, mortgage banking, and credit cards that Summit has.

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