Center Bancorp Inc. Schedule 14A Definitive Proxy Statement
SCHEDULE
14A
(Rule
14A-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14 (a) of the
Securities
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(Amendment
No.2)
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Soliciting
Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
CENTER
BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
COMMITTEE
TO PRESERVE SHAREHOLDER VALUE
Seidman
and Associates, LLC
Seidman
Investment Partnership, LP
Seidman
Investment Partnership II, LP
Broad
Park Investors, LLC
Berggruen
Holdings North America Ltd.
Chewy
Gooey Cookies, L.P.
LSBK06-08,
L.L.C.
Harold
Schechter
Raymond
Vanaria
Lawrence
Seidman
(Name
of
Person (s) filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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fee required
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computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
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1
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(2) and identify the filing for which the offsetting fee was paid previously.
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2
CENTER
BANCORP, INC.
________________
ANNUAL
MEETING OF SHAREHOLDERS
May
15,
2007
___________________
PROXY
STATEMENT OF THE CENTER BANCORP, INC.
COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES
THE BOARD OF DIRECTORS OF CENTER BANCORP, INC.]
This
Proxy Statement and WHITE proxy card are being furnished to holders of the
common
stock (the "Shareholders"),(the "Common Stock") of Center Bancorp, Inc. (the
"Company") a New Jersey Corporation, in connection with the solicitation of
proxies (the "Proxy Solicitation") by the Center Bancorp, Inc. Committee to
Preserve Shareholder Value (the "Committee"). The Annual Meeting of Shareholders
is to be held on May 15,
2007 at
the Suburban Golf Club, 1730 Morris Avenue, Union, New Jersey, at 10:00 a.m.(the
"Annual Meeting"). Shareholders who own the Common Stock on April 2, 2007 will
be entitled to vote ("Annual Meeting Record Date"). The Company's principal
executive offices are located at 2455 Morris Avenue, Union, NJ07083.
At
the
Annual Meeting, the Company will be seeking (i) the election of four Directors
for a term of three years or until a successor has been elected and qualified
and (ii)to transact such other business as may properly come before the Annual
Meeting. There are presently fourteen members of the Board of
Directors.
The
Committee members own approximately 1,294,240 shares, which represents 9.76%
of
the Company's outstanding Common Stock [13,248,406] as of March 21, 2007, based
upon the Company's Preliminary Proxy Statement dated March 21, 2007. The
Committee will amend, if required, its share ownership percentage in a
subsequent letter to shareholders after the Company announces in its definitive
proxy material the number of shares outstanding on the Record Date. The
Committee is soliciting the votes of other Shareholders to elect three (3)
Directors for a three year term at this year's Annual Meeting in opposition
to
the four (4) directors nominated for election by the Company. The Committee
is
soliciting your proxy in support of the election of Harold Schechter
(Schechter), Raymond Vanaria (Vanaria) and Lawrence Seidman (Seidman)(the
"Committee Nominees") to the Company's Board of Directors.
The
Committee consists of the Committee Nominees, Seidman and Associates,
L.L.C.("SAL"), a New Jersey Limited Liability Company; Seidman Investment
Partnership, L.P.; ("SIP"), a New Jersey Limited Partnership; Seidman Investment
Partnership II, L.P.("SIP II"), a New Jersey Limited Partnership; Broad Park
Investors, L.L.C. (“Broad Park”), a New Jersey Limited Liability Company;
Berggruen Holdings North America Ltd. (“Berggruen”), an International Business
Company; Chewy Gooey Cookies, L.P. (“Chewy”), a Delaware Limited Partnership;
LSBK06-08, L.L.C. (“LSBK”), a New Jersey Limited Liability Company; Schechter,
Vanaria and Seidman. This Proxy Statement and WHITE proxy card are being first
mailed or furnished to Shareholders on or about April 5, 2007.
The
Committee's goal is to preserve shareholder value and it is the opinion of
the
Committee that one of the best ways to accomplish this goal is through the
representation of a significant shareholder on the Board of Directors. Mr.
Seidman requested that the Board be expanded by one (1) and that he be added
to
the Board. (See “Background” section below.) This would have avoided the need
for a time consuming and expensive proxy contest. The Company refused this
request. Through representation on the Board of Directors, the Committee's
Nominees will attempt to persuade the Board of Directors to: (i) accelerate
the
repurchase of stock pursuant to the Company’s present authorized share
repurchase program; and (ii) retain an investment banker to determine the value
of the Company in a sale versus remaining independent. To accomplish the
Committee’s goals, the Committee Nominees, if elected, will need the cooperation
of five of the other Directors.
Remember,
your last dated proxy is the only one that counts, so return the WHITE
card
even
if you delivered a prior proxy. We urge you not to return any proxy card
sent
to you by the Company.
3
Your
vote
is important, no matter how many or how few shares you hold. If your shares
are
held in the name of a brokerage firm, bank, or nominee, only they can vote
your
shares, and only upon receipt of your specific instructions. Accordingly, please
return the WHITE proxy card in the envelope provided by your Bank or Broker
or
contact the person responsible for your account and give instructions for such
shares to be voted for the Committee Nominees. Every Shareholder should be
aware
that if his shares are held through a bank, brokerage firm, or other nominee,
they will not be able to
change
their vote at the Annual Meeting, unless they obtain a legal proxy from the
bank, brokerage
firm, or other nominee. Since
this is a contested election for directors, there should not be any broker
non-votes,
which
means that brokers cannot vote on a client’s behalf without instructions, so
every shareholder should provide these instructions to their broker.
Broker
non-votes occur when a bank or brokerage firm holding shares on behalf of a
shareholder does not receive voting instructions from the shareholder by a
specified date before the Annual Meeting and the bank or brokerage firm is
not
permitted to vote those undirected shares on specified matters under applicable
stock exchange rules. Thus, if you do not give your broker specific
instructions, your shares may not be voted on those matters and will not be
counted in determining the number of shares necessary for approval.
Please
refer to the Company’s proxy statement for a full description of management’s
proposals, the securities ownership of the Company, the share vote required
to
ratify each proposal, information about the Company’s Officers and Directors,
including compensation, and the date by which Shareholders must submit proposals
for inclusion at the next Annual Meeting.
If
your
shares are registered in more than one name, the WHITE proxy card should be
signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
Holders
of record of shares of Common Stock on the Annual Meeting Record Date are urged
to submit a proxy, even if such shares have been sold after that date. The
number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is disclosed in the Company's proxy statement. Each share of Common Stock
is entitled to one vote at the Annual Meeting.
If
you
have any questions or need assistance in voting your shares, please
call:
On
June29, 2006, Mr. Seidman and certain members of the Committee filed a Schedule
13D
disclosing ownership of 7.57% of the Company’s outstanding shares. In addition,
Peter R. Bray, a shareholder of the Company and Mr. Seidman’s attorney, sent a
letter dated June 27, 2006 nominating Seidman, Vanaria, and Schechter for
election to the Company’s Board of Directors at the Company’s next annual
meeting. Shortly thereafter, Mr. Seidman had a phone conversation with John
J.
Davis (“Davis”), the President and Chief Executive Officer of the Company and
its primary banking subsidiary. Mr. Seidman requested a meeting with Mr. Davis
and any other directors Mr. Davis thought appropriate.
On
August1, 2006, Mr. Seidman and his counsel met with Mr. Davis and the Company’s
counsel. At the meeting, Mr. Seidman requested the board be expanded by one
and
that he be placed on the board. Mr. Seidman also discussed, that in his opinion,
the financial performance of the Company was not satisfactory. There was also
a
very general discussion concerning ways to improve financial performance by
expense control, better asset allocation between loans and securities, and
accretive acquisitions.
On
September 27, 2006, Mr. Seidman sent a letter to Mr. Davis in response to the
Company’s September 21, 2006 press release. Mr. Seidman was critical of the two
balance sheet restructurings done by the Company, which resulted in the Company
incurring a loss. Mr. Seidman also took issue with the Company’s statement that
his addition to the board would have a “disruptive effect.” Mr. Seidman had
previously offered to provide names and phone numbers of Board Chairmen and
other directors of financial institutions of which he served on the board so
the
Company could conduct proper due diligence. Mr. Seidman noted that based on
information he had, the Board had not contacted a single person at any of these
financial institutions. Mr. Seidman requested Mr. Davis not be re-elected to
the
Board and be terminated as President and Chief Executive Officer of the Company
and its primary banking subsidiary.
On
November 2, 2006, Mr. Seidman wrote Mr. Davis complaining about the Company’s
poor earning performance. On December 7, 2006, Messrs Seidman, Vanaria, and
Schechter met with, and were interviewed separately by, the Company’s Nominating
Committee. At this meeting, Messrs Seidman, Vanaria, and Schechter provided
the
Nominating Committee with their business and professional backgrounds and
answered any questions posed by the Nominating Committee and the Company’s
counsel.
On
January 30, 2007, Mr. Seidman sent a letter to John J. Davis stating that the
fourth quarter 2006 earnings were “pathetic.”
On
January 30, 2007, the Company issued a press release announcing that the Board
of Directors nominated Brenda Curtis, Donald Kein, Norman F. Schroeder, and
Mr.
Davis, all present members of the Board, for re-election to the Board at the
2007 Annual Meeting, and rejected the nominations of Messrs Seidman, Schechter
and Vanaria. By letter dated January 31, 2007, Mr. Seidman requested the Company
provide the most current shareholder lists; including the NOBO/CEDE/Philadep
list. After requesting Mr. Seidman sign a confidentiality agreement, which
he
did, the Company provided certain shareholder lists to Mr. Seidman.
On
March20, 2007, Mr. Seidman sent Mr. Davis a letter commenting upon the Company's
10%
staff reduction and requesting disclosure as to whether senior management,
including Mr. Davis, are - or will be - reducing their salaries to share the
pain since the overstaffing occurred on their watch. Mr. Seidman stated
that if disclosure was not made immediately about salary reductions for the
senior team, he will assume none has been, or will be, instituted.
THE
COMMITTEE'S GOAL:
OUR
GOAL
IS TO MAXIMIZE THE VALUE
OF
THE
COMPANY'S STOCK FOR ALL
SHAREHOLDERS
The
Committee believes its fellow Shareholders have the same goal: to maximize
the
value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to analyze the Company's
value in a sale versus remaining independent to assist the Company's Board
in
reaching an informed decision on how to maximize shareholder value. An
investment
5
banking
firm would be able to provide the Board with invaluable statistical and market
data that the Company could not obtain on its own. This information should
assist the Board in making an informed financial decision. In addition, the
investment banker would also be asked to evaluate whether the Company can make
in-market acquisitions that are accretive (acquisitions that will add to the
earnings per share of the Company within one year) and hopefully suggest ways
to
improve the Company’s efficiency ratio. The Committee does not know whether or
not the Company has already engaged an investment banker or financial advisor
to
conduct the type of work referred to herein.
The
Committee members or their affiliates will not engage in any transaction with
the Company if its Nominees are elected. In addition, the Committee members
will
not have an interest in a business combination or transaction other than as
a
shareholder if its Nominees are elected. In addition, the Committee members
have
not had any preliminary merger discussions with any acquirer and/or acquiree.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
No
guarantee, or assurance, can be given that the Committee's proposals would
result in a maximization of shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all Shareholders.
FOURTH
QUARTER 2005
AND
FIRST
QUARTER 2006
BALANCE
SHEET RESTRUCTURING
The
Board
has restructured the Company’s balance sheet twice, in the fourth quarter of
2005 and first quarter of 2006. The first restructuring reduced the fourth
quarter financial results. (SEE PAGE 1 OF COMPANY PRESS RELEASE DATED DECEMBER19, 2005.)
In
the
Company’s March 27, 2006 press release on page 1, the Company announced the
second balance sheet restructuring. The restructuring resulted in an after-tax
charge of approximately $2.4 million, which resulted in the Company recording
a
loss for the first quarter of 2006. The Company stated that it “expects that its
net interest margin will improve by approximately 30 basis points as a result
of
these actions, and for the year, earnings per share will improve between $0.03
and $0.06.”
The
Company was wrong on both points. The net interest margin for calendar year
2006
was 14 basis points lower than calendar year 2005(289 basis points to 275 basis
points) and the earnings per share was $0.34 lower in calendar 2006 than 2005
($0.63 to $0.29.)
COMPANY’S
SHARE
REPURCHASE
PROGRAM
In
the
Company’s March 27, 2006 press release on page 1, it announced that the Board
approved an increase to its share repurchase program. The total buyback
authorization equaled 671,802 shares. The Company only repurchased 269,578
shares in calendar 2006, but did not repurchase any shares in the fourth quarter
of 2006, as shown on the below schedule.
6
Shares
Repurchased 2006
Company
Name
Q1-Mar
Q2-Jun
Q3-Sep
Q4-Dec
Center
Bancorp, Inc.
0
208,304
61,274
0
Source:
SNL Financial LC*
*Mr.
Seidman has the consent of SNL Financial LC to use the data contained
herein.
The
Committee Nominees would attempt to persuade the Company to accelerate the
purchase of stock pursuant to the above authorized share repurchase plan. To
accomplish this goal, the Committee Nominees, if elected, will need the
cooperation of five of the other Directors.
COMPANY’S
POOR
EFFICIENCY
RATIO
The
Company stated in the December 19, 2005 press release (paragraph 4, page 1),
“that it would be taking separate action to improve efficiency and restrain
the
growth of operating overhead” and that, “[t]he Board of Directors and management
team recognize the need to improve operating efficiency in light of declining
margins.”
The
Company, in its March 27, 2006 press release on page 1, announced that it had
completed its efficiency review and would be moving forward to improve its
efficiency with initiatives in the second quarter of 2006. If any of the
initiatives were actually implemented, it is not clear from the financial
results. In the fourth quarter of 2006, noninterest expenses were $890,000
higher than in the second quarter, while operating revenue was $596,000 lower.
As the below schedule demonstrates, the Company’s efficiency ratio has not
improved.
CNBC’s
Efficiency
Ratio
First
Quarter 2006
79.65
Second
Quarter 2006
75.16
Third
Quarter 2006
77.90
Fourth
Quarter 2006
94.05
Source:
SNL Financial LC
THE
COMPANY’S TOTAL RETURN
COMPARED
TO THE SNL
BANK
$1B
TO $5B INDEX
On
June29, 2006, Mr. Seidman caused a Schedule 13D to be filed disclosing ownership
of
more than 5% of the Company’s outstanding shares. The schedule set forth below
illustrates the Company’s total return for the indicated periods. Total return
is defined as the percentage change in the company’s common stock over the
selected period with all dividends being reinvested on the ex-dividend
date.
1
Includes all publicly-traded banks with market caps less than $250
million.
As
the
above schedule demonstrates, the Company’s three year and five year total return
performance is clearly inferior to the SNL Index.
THE
COMPANY’S RETURN ON AVERAGE
ASSETS
AND RETURN ON AVERAGE EQUITY
To
examine the relative financial performance of the Company, Mr. Seidman
constructed a peer group of publicly traded commercial banks based on size
and
location. Since the Company had $1.05 billion in total assets at the end of
2006, the asset range of the peers was $250 million below and above that point.
As for the location, Mr. Seidman chose the Mid-Atlantic region. This query
resulted in 17 companies1.
The
peer group median for return on average assets for 2006 was 0.99%, compared
to
just 0.37% for the Company. The peers had a median return on average tangible
equity of 12.07% for 2006, versus 5.02% for the Company. In Mr. Seidman’s
opinion, no comparison involving earnings would be favorable to the Company.
With respect to credit quality the Company would be compared favorably to its
peers. Return on average assets is calculated as net income as a percentage
of
average assets. This ratio measures how effectively a company manages the
overall size of its balance sheet. Return on average tangible equity is
calculated as net income, adjusted for tax-effected amortization of intangibles,
as a percentage of average tangible equity. This ratio measures how effectively
a company manages its capital.
Reviewing
the Company’s operating income for the last two years clearly demonstrates the
need for improvement.
During
the four quarters of 2005, net income before taxes less gain on sale of
securities (operating income) ranged from $1.9 million to $2.3 million. During
the first three quarters of 2006, operating income was between $1.0 million
and
$1.3 million. In the fourth quarter of 2006, operating earnings equaled
-$205,000 (net income before taxes of $596,000 less securities gains of
$801,000.) Therefore, operating income is going in the wrong direction and
is
now negative.
Source:
SNL Financial LC
8
THE
COMPANY’S EARNINGS
PER
SHARE
HISTORY
A
review
of the Company’s per share earnings from calendar year 1999 to calendar year
2006, as shown in the following chart, again reinforces the need for
improvement.
Earnings
Per Share
YEAR
Q1-Mar
Q2-Jun
Q3-Sep
Q4-Dec
Total
2006
-.08
.10
.10
.17
.29
2005
.17
.18
.15
.14
.63
2004
.18
.19
.21
.20
.78
2003
.18
.16
.16
.18
.68
2002
.22
.23
.23
.19
.86
2001
.15
.15
.16
.19
.65
2000
.13
.13
.13
.14
.54
1999
.12
.12
.12
.12
.50
Source:
SNL Financial LC
THE
BOARD
OF DIRECTORS
SHOULD
BE
DE-CLASSIFIED
If
the
Committee Nominees are elected they will propose an amendment to the Company’s
By-Laws to de-classify the Board so that all the directors will stand for
election each year. Presently the Board is split into three classes with
approximately one-third (1/3) of the Board standing for election each year.
A
classified board can prevent shareowners from mounting a successful opposition
to the entire board, because only one-third of the directors are up for election
in any given year. By way of contrast, a declassified board would stand
for election in its entirety, every year. If the Board is de-classified,
this would permit a third party to seize control of the Board (subject to
regulatory approval) in a single election, in contrast to a staggered Board
which would require two separate elections to gain a majority of the Board,
and
three elections to remove the entire Board.
The
Committee Nominees will need the support of five additional Board members to
gain Board approval for its amendment to de-classify the Board. Shareholder
approval is not required to amend the Company’s By-laws.
THEREFORE
A VOTE FOR THE COMMITTEE NOMINEES IS A VOTE TO
START
THE
PROCESS TO ACCELERATE THE SHARE REPURCHASE PROGRAM,
ATTEMPT
TO DO AN ACCRETIVE ACQUISITION, AND IF NOT POSSIBLE,
SELL
THE
COMPANY FOR A PREMIUM PRICE, WHICH IS OPPOSED BY
THE
PRESENT BOARD AND MANAGEMENT
Each
Shareholder should be aware that the present election is only to elect four
Directors to the Board of Directors of the Company (the Committee is running
three nominees) and has nothing to do with the election of Directors for the
Bank, the principal operating subsidiary of the Company. The present Directors
of the Company, even if the Committee Nominees win this election, will still
be
able to appoint the Board of Directors of the Bank, including the Company
Nominees, even if they lose the election.
The
Committee Nominees, if elected, will (i) review in detail the Company’s business
plan, (ii) discuss the Company’s business plan with the Company’s management,
advisors, and the other directors and (iii) based upon their past business
experience, make recommendations they believe will have the effect of increasing
the Company’s net income, earnings per share, earning assets and deposits. There
is no assurance that the Committee Nominees would have any suggestions that
the
Company had not already considered. Furthermore, there is no assurance that
any
suggestions made by the Committee Nominees would be approved by a majority
of
the Company’s Board.
9
The
first
thing the Committee Nominees would request is that the Company implement an
aggressive stock repurchase program. Shortly after implementing the repurchase
program, the Committee Nominees would attempt to persuade the Company to pursue
an accretive acquisition. The Board of Directors of the Company would have
to
determine a satisfactory price, which could be either all cash or stock or
a
combination of cash and stock. (The Board would have to make the same
determination with respect to the consideration to be received in connection
with a sale of the Company.) To accomplish the Committee's goal, the Committee
Nominees, if elected, will need the cooperation of five of the other Directors.
Furthermore, the Committee Nominees' plans could change, subject to the
fiduciary duty they will owe to all Shareholders, if elected.
On
March16, 2007, the Company announced a definitive merger agreement to acquire Beacon
Trust Company ("Beacon"), a privately held limited purpose trust company with
$1.3 billion in managed assets based in Madison, New Jersey, in consideration
for approximately $5.6 million in cash and an additional $4.7 million in the
Company's stock, for a total equity value of approximately $10.3 million.
The Company has not provided adequate financial information about Beacon for
the
Committee to make any determination as to the appropriateness of the transaction
and the consideration paid by the Company. Once the Company issues
appropriate detailed financial information, the Committee will update its
position. A
sale of
the Company would be pursued only if the Committee Nominees did not feel that
the earnings of the Company could be significantly increased or an accretive
acquisition accomplished. The Committee’s plan is based solely on a review of
the Company’s public filings. The plans could change after the Committee
Nominees review the Company’s detailed business plan and non-public financial
information.
Shareholders
will not be afforded a separate opportunity to vote on the implementation of
a
stock repurchase program. A shareholder vote will be required to sell the
Company, whether the consideration is cash or stock. A shareholder vote may
not
be required for an acquisition involving cash and/or stock unless it exceeds
certain limitations.
MR.
SEIDMAN'S PAST HISTORY WITH
CERTAIN
FINANCIAL INSTITUTIONS
The
following is Mr. Seidman’s history with respect to certain financial
institutions. Shareholders should not imply a correlation between Mr. Seidman’s
actions and the actions taken by the following financial institutions. It must
be remembered, that with respect to the companies where Mr. Seidman, or his
nominees, were on the board, they were a minority on the board. Where a company
was sold after Mr. Seidman filed a Schedule 13D, and Mr. Seidman had no nominees
on the Board, Mr. Seidman could not exert any influence on the board with
respect to any decisions.
Seidman
has been involved in proxy contests in connection with the following eleven
separate companies since 1995: IBS Financial Corp. (“IBSF”), Wayne Bancorp, Inc.
(“WYNE”), South Jersey Financial Corp., Inc. (“SJFC”), Citizens First Financial
Corp. (“CFSB”), Yonkers Financial Corp. (“YFCB”), First Federal Savings and Loan
Association of East Hartford (“FFES”), Vista Bancorp, Inc. (“Vista”), United
National Bancorp (“UNBJ”), GA Financial, Inc. (“GAF”), Kankakee Bancorp, Inc.
(“KNK”), and Yardville National Bancorp (“YANB”). He has sought to maximize
shareholder value by either an accretive acquisition or sale of the respective
companies. IBSF, WYNE, FFES, VBNJ, UNBJ, GAF, YFCB and SJFC were sold at
significant premiums to their book value and earnings, as shown by the following
chart:
Buyer
Multiples
[X]
Book
Value %
LTM
EPS
[X]
Director
Nominees
WYNE
Valley
National Bancorp
2.00
35.1
Seidman
Nominee on Board
IBSF
Hudson
United Bancorp
1.87
38.4
No
Seidman director on Board
SJFC
Richmond
Cty. Fin. Corp.
1.16
24.7
Seidman
and Seidman nominee on Board
FFES
Connecticut
Bancshares, Inc.
1.37
13.5
Seidman
on Board by consent
VBNJ
United
National Bancorp
2.52
19.6
No
Seidman director on Board
UNBJ
PNC
Fin. Svcs. Group, Inc.
2.37
21.9
No
Seidman director on Board
GAF
First
Commonwealth Financial
1.84
24.3
No
Seidman director on Board
YFCB
Atlantic
Bank of New York
1.52
16.2
No
Seidman director on Board
Source:
SNL
Financial LC
10
Seidman
was not successful in his proxy contest with IBSF, CFSB, VBNJ, UNBJ, YFCB,
KNK
or YANB. Mr. Seidman is planning to conduct another proxy contest against YANB
at YANB’s 2007 Annual Meeting. However, Seidman was successful in having CFSB
conduct a Dutch Auction for 15% of its outstanding shares. Seidman had proposed
this Dutch Auction and, in an agreement with CFSB, agreed to tender the shares
he controlled into the auction and to execute a standstill agreement. CFSB’s
counsel told Mr. Seidman that unless he was willing to tender his shares and
enter into the Standstill Agreement, CFSB would not conduct the Dutch Auction.
Thus, the Dutch Auction resulted in large measure from proposals made by, and
actions undertaken, by Seidman. The Dutch Auction was for $16.00 per share
and
on the day before it was announced, the closing price for CFSB stock was $14.00.
With respect to YFCB, Seidman continually pushed YFCB to sell. On November14,2001, YFCB announced a sale to Atlantic Bank of New York at $29.00 cash per
share, based upon the above ratios.
The
Board
of Directors of FFES, CNY Financial Corp. (“CNYF”) and Ambanc Holding Co, Inc.
(“AHCI”), each agreed voluntarily to increase by one (1) the size of the Board
and Seidman was added to each respective Board. With respect to FFES, Seidman
conducted a proxy contest to have the FFES Shareholders vote to rescind certain
By-laws amendments. This proxy contest was successful. Thereafter, Seidman
was
added to the Board. CNYF was sold to Niagara Bancorp, Inc. at a premium price
of
1.30 times book and 27.57 times its last twelve (12) month earnings. AHCI was
sold to Hudson River Bancorp, Inc. at a premium price of 1.25 times book and
25.60 times its last twelve (12) months earnings.
In
addition, Seidman filed a Schedule 13D disclosing a plan to maximize shareholder
value through an accretive acquisition or sale of 1st Bergen Bancorp, Inc.
("FBER"), Eagle BancGroup, Inc. ("EGLB"), Jade Financial Corp. ("IGAF") and
Alliance Bancorp of New England, Inc. ("ANE"). All four institutions were sold
after the respective announcements. FBER was sold to Kearney Savings Bank for
1.78 times book value and 28.57 times earnings. EGLB was sold to First Busey
Corporation ("FBC") for 1.41 times book value and 30.28 times earnings. IGAF
was
sold to PSB Bancorp, Inc. for 92% of book value and 26.06 times earnings. ANE
was sold to New Alliance Bancshares, Inc. for 2.46 times book value and 19.39
times earnings. Except for IGAF, these companies were sold at a significant
premium to book value and earnings and its prevailing stock price. Mr. Seidman
does not believe that the filing of his Schedule 13Ds caused any company to
effect the actions referred to herein.
In
addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of First Federal
Bancshares, Inc. (“FFBI”) and Central Bancorp, Inc. (“CEBK”). FFBI conducted a
Dutch Auction for approximately 30% of its
11
outstanding
shares at $33.50. Mr. Seidman tendered his shares into the Dutch Auction,
selling a significant percentage of his position at a significant profit and
therefore was no longer required to file a Schedule 13D. Mr. Seidman, after
significant litigation with CEBK, sold his entire position through public market
sales at an approximate break-even price. CEBK is still publicly traded today.
Mr.
Seidman conducted a vote “No” campaign against SE Financial Corp. (“SEFL”). SEFL
was seeking approval of the SE Financial Corp. 2005 Stock Option Plan and SE
Financial Corp. 2005 Restricted Stock Plan. SEFL withdrew those matters from
consideration the morning of the annual Shareholder meeting at which these
matters were to be voted upon. SEFL is still a public company.
In
addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of Bridge Street
Financial, Inc. (OCNB). Mr. Seidman requested representation on the board at
OCNB’s September 21, 2005 Annual Meeting. Mr. Seidman’s representative was added
to the Board. On April 24, 2006, Alliance Financial Corporation (ALNC) acquired
OCNB for approximately $23.02 or 1.98 times book value and 44.28 times
earnings.
In
addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of Interchange
Financial Services Corporation (IFCJ). On December 9, 2005, Mr. Seidman notified
IFCJ that he was nominating two directors to run against the candidates to
be
proposed by IFCJ at the next annual meeting. On April 13, 2006, IFCJ agreed
to
be purchased by T.D. Banknorth, Inc. for $23.00 a share in cash, or 2.59 times
book value and 23.23 times earnings.
The
source of the above ratios is SNL Financial LC. SNL Financial is a nationally
recognized company which collects, organizes, and distributes financial data
for
financial companies. The
Committee has used SNL Financial instead of the ratios provided by individual
financial institutions, or its own calculations, because of SNL Financial’s
standardized methodology for calculating the ratios in contrast to various
methods to calculate the ratios used by different individuals and institutions.
The Committee has not independently verified the accuracy of the SNL Financial
ratios but believes the information provided by SNL Financial to be accurate
and
reliable and to be widely utilized in the financial service industry and quoted
extensively in financial publications.
There
is
no guarantee or representation made by Mr. Seidman or the Committee that the
Company can be sold for a premium equal to or greater than the premium paid
for
the commercial banks and thrifts mentioned in this proxy statement. Furthermore,
there can be no assurance that the Company could obtain a similar sales price
to
any of the above companies in the event the Company pursued a sale. There is
also no assurance that the Committee Nominee’s election to the Board will, on
its own, enhance shareholder value. However, it will send an appropriate message
to the Company's management and present Board that the Shareholders desire
representation on the Board by significant Shareholders.
ELECTION
OF COMMITTEE NOMINEES
When
you
return the Committee's proxy card, you are only voting for Schechter, Seidman,
and Vanaria. Messrs. Schechter, Seidman, and Vanaria have consented to being
named in this Proxy statement and have agreed to serve as a Director, if
elected. There is no assurance that any of the Company’s nominees will serve if
elected with the Committee’s Nominees.
Harold
Schechter is 62 years of age and his residence address is 38 Rillo Drive, Wayne,
New Jersey07470. Since January 2005, Mr. Schechter has been Vice President
and
Chief Financial Officer of Global Design Concepts, Inc., a mid size importer
and
distributor of accessories and handbags, located at 34 W. 33rd
Street,
New York, New York. From September 2004, to January 2005, Mr. Schechter was
the
Chief Financial Officer of Diamond Chemical Inc., a national manufacturer of
housekeeping and industrial products. From
May
2001 through September 2004, Mr. Schechter was the Vice President, Chief
Operating Officer and Chief Financial Officer of Creative Salon Concepts, a
wholesale distributor and retailer of imported and domestic beauty products.
For
more than five years prior thereto, Mr. Schechter was the Executive Vice
President, Chief Operating Officer and Chief Financial Officer for Verdi
Travelware Ltd./Monarch Luggage, a mid sized importer and distributor of
luggage, accessories and bags. From 2003 to the present, he has been the
Director and Chairman of the Audit Committee for Jaclyn, Inc., an American
Stock
Exchange listed importer and distributor of apparel. Mr. Schechter has been
a
Certified Public Accountant since 1977.
Lawrence
Seidman is 59 years of age and his residence address is 19 Veteri Place, Wayne,
New Jersey07470. He was graduated from Saint Peter’s College in 1969 with a
Bachelor of Science degree in Business (concentration in Marketing Management)
and from the Washington College of Law with a Jurist Doctor degree in 1973.
Mr.
Seidman also attended the Georgetown University Tax Masters Program. For more
than the past 10 years, Mr. Seidman has been the manager of various investment
vehicles, principally involved in the purchase and sale of publicly traded
bank
and thrift stocks. From November 1991 to December 31, 2005, he was also a
consultant, President and General Counsel to Menlo Acquisition Corporation,
a
holding company for an environmental consulting and remediation company and
a
laboratory company.
12
Prior
to
1989, Mr. Seidman was an attorney with the Securities and Exchange Commission,
an associate in two law firms and the founding member and principal shareholder
of his own law firm. Mr. Seidman was the founder and President of the Israel
Sports Exchange (1990-Present), a Trustee of the YM-YWHA of North Jersey
(1994-Present) and a Member of the Board of Directors of Shomrei Torah
(1986-1992). Mr. Seidman’s present business address is 100 Misty Lane,
Parsippany, New Jersey07054.
Raymond
Vanaria is 48 years of age and his residence address is 140 Pines Lake Drive
East, Wayne, New Jersey07470. He graduated from Fairleigh Dickinson University
in 1980 with a Bachelor of Science degree in accounting and a Master of Business
Administration in Finance in 1983. He is a New Jersey licensed Certified Public
Accountant. From 1980-1983, he was an accountant with Price Waterhouse. From
1983 to the present, he has been employed by Malesardi, Quackenbush, Swift
&
Company, LLC, and has been a partner since 1988. He is currently a member of
the
American Institute of Certified Public Accountants and New Jersey Society of
Certified Public Accountants. He was previously a member of the Wayne Boys
and
Girls Club Board of Trustees (resigned in 2006), Bergen Commercial Bank
Accounting Advisory Board (1989 to 1992), Lakeland Bank Advisory Board (2004
to
2006) and St. Mary’s Church Finance Committee (1985 to 2005.) From 1983 to 1991,
Mr. Vanaria was an Adjunct Professor of Accounting at Ramapo College of New
Jersey.
None
of
the Committee Nominees has ever been employed by the Company in any capacity
or
have they ever been a director of the Company.
The
members of the Committee have agreed to act in concert; however, they have
expressly
reserved the right to terminate their agreement to act in concert.
During
the last ten (10) years: (i) none of the Committee members has been convicted
in
a criminal proceeding (excluding traffic violations or similar misdemeanors);
(ii) none of the Committee members, has been a party to a civil proceeding
of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting activities subject to, federal
or
state securities laws, or finding any violation with respect to such laws;
(iii)
the Committee members, other than Berggruen, Chewy, LSBK, SIPII, Broad Park,
Schechter and Vanaria, were parties to a civil proceeding which ultimately
mandated activities that were subject to federal securities laws. Specifically,
a civil action was filed by IBSF, during a proxy contest with certain members
of
the Committee, in the U.S. District Court. This litigation named the members
of
the Committee, as Defendants; except, Berggruen, Chewy, LSBK, SIPII, Broad
Park,
Schechter and Vanaria. The claim was made that three members on the Committee
did not make all of the disclosures required by the Securities Exchange Act
of
1934. The District Court entered a Judgment dismissing the claims made by IBSF.
The Third Circuit Court of Appeals reversed in part, and remanded the matter,
determining that two (2) additional disclosures should have been made. Pending
the remand, an Amended Schedule 13D was filed making additional disclosures
with
regard to Seidcal Associates and Kevin Moore concerning the background,
biographical and employment information on Brant Cali of Seidcal and Kevin
Moore
of Federal Holdings, LLC. Thereafter, in April, 1998, the District Court entered
a Judgment After Remand which directed the inclusion of these disclosures in
the
Schedule 13D.
None
of
the Committee members is, or was within the past year, a party to any contract,
arrangements or understandings with any person with respect to any securities
of
the registrant, including, but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. In
addition none of the Committee members or any associates of the Committee
members has or within the past year has had any arrangement or understanding
with any person (a) with respect to any future employment by the Company or
its
affiliates; or (b) with respect to any future transactions to which the Company
or any of its affiliates will or may be a party.
13
Mr.
Seidman is the manager of SAL, and is the President of the Corporate General
Partner of SIP and SIPII and the investment manager for Broad Park, LSBK, Chewy
and Berggruen; and, in that capacity, Mr. Seidman has the authority to cause
those entities to acquire, hold, trade, and vote these securities. SAL, SIP,
SIPII, Broad Park, LSBK, Chewy and Berggruen were all created to acquire, hold,
and sell publicly-traded securities. None of these entities was formed to solely
acquire, hold, and sell the Company's securities. Each of these entities owns
securities issued by one or more companies other than the Company. The members
and limited partners in SIP, SIPII, SAL, Broad Park, LSBK, Chewy and Berggruen
are all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, SIP, SIP II, Broad Park, LSBK, Chewy and
Berggruen, Seidman receives an annual fee, which is payable quarterly, based
upon a valuation of the assets, and he receives a percentage of the
profits.
On
November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after
finding that Seidman recklessly engaged in unsafe and unsound practices in
the
business of an insured institution. The C & D actions complained of were
Seidman's allegedly obstructing an OTS investigation. The C & D ordered him
to cease and desist from (i) any attempts to hinder the OTS in the discharge
of
its regulatory responsibilities, including the conduct of any OTS examination
or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed
by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by
the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in
the
amount of $20,812 was assessed. The Company is not an OTS regulated institution
and it is Mr. Seidman’s counsel’s opinion that the three year period requiring
board review is therefore not applicable.
The
voting power over the Company's securities is not subject to any contingencies
beyond standard provisions for entities of this nature (i.e.,
limited
partnerships and limited liability companies) which govern the replacement
of a
manager or a general partner. Specifically, the shares held by each of the
named
entities are voted in the manner that Seidman elects, in his non-reviewable
discretion.
Additional
information concerning the Committee is set forth in Appendices A and B hereto.
Each of the individuals listed on Appendix A attached hereto is a citizen of
the
United States.
SOLICITATION;
EXPENSES
Proxies
may be solicited by the Committee by mail, advertisement, telephone, facsimile,
telegraph, and personal solicitation. At this time, the Committee has not
determined the use of any advertising in its solicitation, but this decision
could be changed dependent upon the actions of the Company. Phone calls will
be
made to individual Shareholders by all the individual Committee members, and
employees of D. F. King & Co. Certain of Seidman’s employees will perform
secretarial work in connection with the solicitation of proxies, for which
no
additional compensation will be paid. Banks, brokerage houses, and other
custodians, nominees and fiduciaries will be requested to forward the
Committee’s solicitation material to their customers for whom they hold shares
and the Committee will reimburse them for their reasonable out-
14
of-pocket
expenses. The Committee has retained D. F. King & Co. to assist in the
solicitation of proxies and for related services. The Committee will pay D.
F.
King & Co. a fee of up to $25,000 and has agreed to reimburse it for its
reasonable out-of-pocket expenses. In addition, the Committee has also agreed
to
indemnify D. F. King & Co. against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws. The
Securities and Exchange Commission deems such an indemnification to be against
public policy. Approximately twenty-five (25) persons will be used by D. F.
King
& Co. in its solicitation efforts.
The
entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be
borne
by SAL, SIP, Berggruen, Chewy, LSBK, Broad Park and SIP II. (The Committee
does
not intend to solicit proxies via the Internet.)
Although
no precise estimate can be made at the present time, the Committee currently
estimates that the total expenditures relating to the Proxy Solicitation
incurred by the Committee will be approximately $50,000, of which $0 has been
incurred to date. The Committee intends to seek reimbursement from the Company
for those expenses incurred by the Committee, if the Committee's Nominees are
elected, but does not intend to submit the question of such reimbursement to
a
vote of the Shareholders.
For
the
proxy solicited hereby to be voted, the enclosed WHITE proxy card must be
signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in
the enclosed envelope in time to be voted at the Annual Meeting. If you wish
to
vote for the Committee Nominees, you must submit the enclosed WHITE proxy card
and must NOT submit the Company's proxy card. If you have already returned
the
Company's proxy card, you have the right to revoke it as to all matters covered
thereby and may do so by subsequently signing, dating, and mailing the enclosed
WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a WHITE proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing
with
the Secretary of the Company a later dated written revocation; (ii) submitting
a
duly executed proxy bearing a later date to the Committee or the Company; or
(iii) attending and voting at the Annual Meeting in person. Attendance at the
Annual Meeting will not in and of itself constitute a revocation.
Shares
of
Common Stock represented by a valid, unrevoked WHITE proxy card will be voted
as
specified. You may vote for the Committee's Nominees or withhold authority
to
vote for the Committee's Nominees by marking the proper box on the WHITE proxy
card. Shares represented by a WHITE proxy card where no specification has been
made will be voted for the Committee's Nominees.
Except
as
set forth in this Proxy Statement, the Committee is not aware of any other
matter to be considered at the Annual Meeting. The persons named as proxies
on
the enclosed WHITE proxy card will, however, have discretionary voting authority
as such proxies regarding any other business that may properly come before
the
Annual Meeting.
If
your
shares are held in the name of a brokerage firm, bank, or nominee, only they
can
vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute
on
your behalf the WHITE proxy card.
Only
holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record
on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the WHITE proxy card, even if you sell such shares after such
date.
15
The
Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS
A
VOTE FOR THE COMMITTEE NOMINEES.
CENTER
BANCORP, INC. COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
16
I
M P O R
T A N T !!!
If
your
shares are held in "Street Name," only your bank or broker can vote your shares
and only upon receipt of your specific instructions. Please return the proxy
provided to you or contact the person responsible for your account and instruct
them to vote for the Committee's Nominees on the WHITE proxy card.
If
you
have any questions, or need further assistance, please call Lawrence Seidman
at
973-952-0405, or, our proxy solicitor: D. F. King & Co., Attn: Richard
Grubaugh, 48 Wall Street, New York, New York10005, at
(800)735-3591.
17
APPENDIX
A
THE
COMMITTEE TO PRESERVE SHAREHOLDER
VALUE
AND
ITS NOMINEES
The
participants who comprise the Committee own in the aggregate 1,294,240 shares
of
Common Stock and are as follows:
Seidman
and Associates, L.L.C. ("SAL"), is a New Jersey limited liability company,
organized to invest in securities, whose principal and executive offices are
located at 19 Veteri Place, Wayne, New Jersey07470. Lawrence Seidman is the
Manager of SAL and has sole investment discretion and voting authority with
respect to such securities.
Seidman
Investment Partnership, L.P. ("SIP"), is a New Jersey limited partnership,
whose
principal and executive offices are located at 19 Veteri Place, Wayne, NJ07470.
Veteri Place Corporation is the sole General Partner of SIP and Lawrence Seidman
is the only shareholder director and officer of Veteri Place Corporation.
Seidman has sole investment discretion and voting authority with respect to
such
securities.
Seidman
Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited partnership,
whose principal and executive offices are located at 19 Veteri Place, Wayne,
NewJersey07470. Veteri Place Corporation is the sole General Partner of SIPII
and
Lawrence Seidman is the only shareholder director and officer of Veteri Place
Corporation. Seidman has sole investment discretion and voting authority with
respect to such securities.
Broad
Park Investors, L.L.C. (“Broad Park”) is a New Jersey limited liability company,
formed, in part, to invest in stock of public companies whose principal and
executive offices are located at 80 Main Street, West Orange, New Jersey07052.
Lawrence Seidman has the sole investment discretion and voting authority with
respect to such securities until August 31, 2007.
Chewy
Gooey Cookies, L.P., (“Chewy”), a Delaware limited partnership liability company
formed, in part, to invest in stock of public companies whose principal and
executive offices are located at 80 Main Street, West Orange, New Jersey07052.
Cavity, L.L.C. is the general partner of Chewy. Pursuant to the Chewy Letter
Agreement, Lawrence Seidman has the sole investment discretion and voting
authority with respect to such securities.
Berggruen
Holdings North America Ltd., (“Berggruen”). Berggruen is a British Virgin Island
corporation and a wholly owned subsidiary of Berggruen Holdings Ltd., a British
Virgin Islands corporation. All of the shares of Berggruen Holdings Ltd. are
owned by Tarragona Trust, a British Virgin Island trust. The trustee of
Tarragona Trust is Maitland Trustees Limited, a British Virgin Island
corporation. The principal business activity of Berggruen Holdings North America
Ltd. is that of a private investment company engaging in the purchase and sale
of securities for its own account. The address of the principal office of
Berggruen Holdings North America Ltd. is 1114 Avenue of the Americas, Forty
First Floor, New York, New York10036. Pursuant to the Berggruen Letter
Agreement, Lawrence Seidman has the sole investment discretion and voting
authority with respect to the securities disclosed herein.
LSBK06-08,
L.L.C, (“LSBK”), is a New Jersey limited liability company, formed, in part, to
invest in stock of public companies whose principal and executive offices are
located at 10 Hill Hollow Road, Watchung, New Jersey07069. Lawrence Seidman
has
the sole investment discretion and voting authority with respect to such
securities until December 31, 2008.
Lawrence
Seidman is a private investor with discretion over certain client accounts
and
he is the Manager of SAL, the President of the Corporate General Partnership
SIP
and SIPII and the investment manager of Broad Park, LSBK, Chewy and Berggruen.
See “Election of Committee Nominees” for complete resume.
18
Harold
Schechter is a Certified Public Accountant and private investor with sole
discretion on all shares he and his wife own. See “Election of Committee
Nominees” for complete resume.
Raymond
Vanaria is Certified Public Accountant and private investor with sole discretion
on all shares he and his wife own. See “Election of Committee Nominees” for
complete resume.
The
following sets forth the name, business address, and the number of shares of
Common Stock of the Company beneficially owned as of March
21,
2007,
by each of the Committee Members [The actual stock purchase transactions are
set
forth on Exhibit B.]
Name
Class
Business Address
Number
of Shares of Common Stock Beneficially Owned
& Owned in Record Name
(1)
Includes all shares owed by SAL, SIP, SIPII, Berggruen, Chewy, LSBK, and
Broad
Park.
(2)
The
individual has sole voting and dispositive power for the shares he owns.
(3)
Less
than 1%.
Seidman
may be deemed to have sole voting power and dispositive power as to 1,286,890
shares beneficially owned by SAL, SIP, SIP II, Berggruen, Chewy, LSBK, and
Broad
Park and his discretionary clients. On November 8, 1995, the acting director
of
the Office of Thrift Supervision (OTS) issued a Cease and Desist Order against
Seidman ("C & D") after finding that Seidman recklessly engaged in unsafe
and unsound practices in the business of an insured institution. The C & D
actions complained of were Seidman's allegedly obstructing an OTS investigation.
The C & D ordered him to cease and desist from (i) any attempts to hinder
the OTS in the discharge of its regulatory responsibilities, including the
conduct of any OTS examination or investigation; and (ii) any attempts to
induce
any person to withhold material information from the OTS related to the
performance of its regulatory responsibilities. The Order also provides that
for
a period of no less than three (3) years if Seidman becomes an
institution-affiliated party of any insured depository institution subject
to
the jurisdiction of
19
the
OTS,
to the extent that his responsibilities include the preparation or review
of any
reports, documents, or other information that would be submitted or reviewed
by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review
by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts
have
been fully and adequately disclosed. In addition, a civil money penalty in
the
amount of $20,812 was assessed.
20
EXHIBIT
B
Entity
Date
Purch
Cost
per
Share
Cost
Shares
SAL
7/28/2005
11.0500
251,940.00
22,800
SAL
8/2/2005
11.0500
-33,172.10
-3,002
SAL
8/5/2005
11.0500
-41,990.00
-3,800
SAL
8/10/2005
11.0500
-33,592.00
-3,040
SAL
8/16/2005
11.0500
-10,077.60
-912
SAL
8/17/2005
11.0500
-23,514.40
-2,128
SAL
12/19/2005
10.8016
136,100.00
12,600
SAL
12/20/2005
10.8048
45,380.00
4,200
SAL
12/29/2005
10.8280
7,731.20
714
SAL
2/2/2006
11.1038
57,740.00
5,200
SAL
2/17/2006
11.3015
146,920.00
13,000
SAL
4/18/2006
12.0353
427,552.72
35,525
SAL
5/24/2006
13.0413
26,082.60
2,000
SAL
5/26/2006
13.0100
923.71
71
SAL
6/22/2006
13.5184
878,696.50
65,000
SAL
7/31/2006
14.1660
17,707.50
1,250
SAL
11/29/2006
15.6600
31,320.00
2,000
SAL
12/8/2006
15.8025
126,420.00
8,000
SAL
12/26/2006
15.8000
662,051.60
41,902
SAL
3/21/2007
15.3273
76,636.50
5,000
Total
2,750,856.23
206,380
SIP
7/28/2005
11.0500
159,120.00
14,400
SIP
8/2/2005
11.0500
-20,950.80
-1,896
SIP
8/5/2005
11.0500
-26,520.00
-2,400
SIP
8/10/2005
11.0500
-21,216.00
-1,920
SIP
8/16/2005
11.0500
-6,364.80
-576
SIP
8/17/2005
11.0500
-14,851.20
-1,344
SIP
12/19/2005
10.8024
90,740.00
8,400
SIP
12/20/2005
10.8071
30,260.00
2,800
SIP
12/29/2005
10.8420
5,160.80
476
SIP
1/3/2006
10.9573
11,297.00
1,031
SIP
2/2/2006
11.1042
53,300.00
4,800
SIP
2/17/2006
11.3017
135,620.00
12,000
SIP
4/18/2006
12.0354
368,582.69
30,625
SIP
5/26/2006
13.0100
19,723.16
1,516
SIP
6/22/2006
13.5184
878,696.50
65,000
SIP
7/31/2006
14.1660
17,707.50
1,250
SIP
12/6/2006
15.7443
83,444.79
5,300
SIP
12/8/2006
15.8027
118,520.00
7,500
SIP
12/14/2006
15.7858
78,929.00
5,000
SIP
12/26/2006
15.8040
79,020.00
5,000
SIP
12/26/2006
15.8000
696,811.60
44,102
SIP
3/21/2007
15.3273
76,636.50
5,000
Total
2,813,666.74
206,064
SIPII
7/28/2005
11.0500
86,190.00
7,800
SIPII
8/2/2005
11.0500
-11,348.35
-1,027
SIPII
8/5/2005
11.0500
-14,365.00
-1,300
SIPII
8/10/2005
11.0500
-11,492.00
-1,040
SIPII
8/16/2005
11.0500
-3,447.60
-312
SIPII
8/17/2005
11.0500
-8,044.40
-728
SIPII
12/19/2005
10.8044
48,620.00
4,500
SIPII
12/20/2005
10.8133
16,220.00
1,500
SIPII
12/21/2005
10.7900
10,790.00
1,000
SIPII
12/29/2005
10.8784
2,774.00
255
SIPII
2/2/2006
11.1007
297,500.00
26,800
SIPII
2/15/2006
11.2237
63,975.14
5,700
SIPII
2/17/2006
11.3003
757,120.00
67,000
SIPII
3/14/2006
11.2631
72,084.00
6,400
21
EXHIBIT
B
Entity
Date
Purch
Cost
per
Share
Cost
Shares
SIPII
4/18/2006
12.0352
471,780.24
39,200
SIPII
5/12/2006
13.0514
56,238.40
4,309
SIPII
5/17/2006
13.1500
4,904.95
373
SIPII
5/18/2006
13.0560
13,055.95
1,000
SIPII
5/22/2006
13.0600
26,120.00
2,000
SIPII
5/23/2006
13.0557
45,695.00
3,500
SIPII
5/26/2006
13.0100
3,291.53
253
SIPII
6/22/2006
13.5184
811,106.00
60,000
SIPII
12/8/2006
15.8017
189,620.00
12,000
SIPII
3/21/2007
15.3273
76,636.50
5,000
Total
3,005,024.36
244,183
Broad
Park
7/28/2005
11.0500
33,150.00
3,000
Broad
Park
8/2/2005
11.0500
-4,364.75
-395
Broad
Park
8/5/2005
11.0500
-5,525.00
-500
Broad
Park
8/10/2005
11.0500
-4,420.00
-400
Broad
Park
8/16/2005
11.0500
-1,326.00
-120
Broad
Park
8/17/2005
11.0500
-3,094.00
-280
Broad
Park
12/19/2005
10.8133
16,220.00
1,500
Broad
Park
12/20/2005
10.8400
5,420.00
500
Broad
Park
12/29/2005
11.0353
938.00
85
Broad
Park
2/2/2006
11.1143
15,560.00
1,400
Broad
Park
2/17/2006
11.3057
39,570.00
3,500
Broad
Park
4/18/2006
12.0380
73,732.54
6,125
Broad
Park
5/23/2006
13.0500
45,675.00
3,500
Broad
Park
6/22/2006
13.5184
1,081,468.00
80,000
Broad
Park
12/8/2006
15.8019
165,920.00
10,500
Broad
Park
12/26/2006
15.8000
467,427.20
29,584
Broad
Park
3/21/2007
15.3273
76,636.50
5,000
Total
2,002,987.49
142,999
Chewy
4/17/2006
11.8100
295,250.00
25,000
Chewy
4/18/2006
11.9300
40,562.00
3,400
Chewy
4/19/2006
12.6400
80,908.64
6,401
Chewy
4/20/2006
12.9870
866,232.90
66,700
Total
1,282,953.54
101,501
LSBK
1/9/2007
15.8120
158,120.00
10,000
LSBK
1/25/2007
15.5500
12,440.00
800
LSBK
1/26/2007
15.5553
59,110.00
3,800
LSBK
1/30/2007
15.5525
122,865.00
7,900
LSBK
2/14/2007
15.7540
78,770.00
5,000
LSBK
2/16/2007
15.7516
196,895.00
12,500
LSBK
2/20/2007
15.5667
18,680.00
1,200
LSBK
2/27/2007
15.5534
91,765.00
5,900
LSBK
3/5/2007
15.5600
31,120.00
2,000
LSBK
3/14/2007
15.4633
23,195.00
1,500
LSBK
3/20/2007
15.3720
153,700.00
10,000
LSBK
3/21/2007
15.3273
76,636.50
5,000
Total
1,023,296.50
65,600
Berggruen
3/15/2006
11.3500
283,750.00
25,000
Berggruen
4/18/2006
12.0349
1,474,270.75
122,500
Berggruen
6/22/2006
13.5184
1,081,468.00
80,000
Berggruen
12/8/2006
15.8000
189,600.00
12,000
Berggruen
3/21/2007
15.3273
76,616.50
5,000
Total
3,105,705.25
244,500
Seidman
& Clients
6/14/2006
13.0000
667,472.00
51,344
Seidman
& Clients
6/9/2006
13.3798
2,675.95
200
Seidman
& Clients
6/12/2006
13.2006
132,005.95
10,000
Seidman
& Clients
3/15/2006
11.7900
1,179.00
100
Seidman
& Clients
4/7/2006
11.9040
17,856.00
1,500
Seidman
& Clients
4/19/2006
12.6642
17,970.54
1,419
22
EXHIBIT
B
Entity
Date
Purch
Cost
per
Share
Cost
Shares
Seidman
& Clients
6/23/2006
14.0370
133,351.50
9,500
Seidman
& Clients
6/27/2006
13.8680
13,867.99
1,000
Seidman
& Clients
4/19/2006
12.6800
1,268.00
100
Seidman
& Clients
3/24/2006
11.4809
5,740.45
500
Total
993,387.38
75,663
Schechter
& Family*
6/8/2006
13.4498
2,689.95
200
Total
2,689.95
200
Vanaria
& Family**
4/19/2006
12.2638
49,055.25
4,000
Vanaria
& Family**
4/20/2006
13.1105
6,555.25
500
Vanaria
& Family**
4/20/2006
13.0553
13,055.25
1,000
Vanaria
& Family**
4/20/2006
13.2715
2,654.29
200
Vanaria
& Family**
4/20/2006
13.1105
6,555.25
500
Vanaria,
Raymond
6/19/2006
13.3743
2,674.85
200
Vanaria,
Raymond
6/23/2006
14.0737
10,555.25
750
Total
91,105.39
7,150
*These
shares are owned jointly with Mr. Schechter’s wife. Mr. Schechter has sole
dispositive and voting discretion regarding these shares.
**These
shares are owned by Mr. Vanaria’s wife and children. Mr. Vanaria has sole
dispositive and voting discretion regarding these shares.
23
P
R O X
Y
THIS
PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF CENTER BANCORP,
INC. BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL
MEETING OF SHAREHOLDERS
The
undersigned hereby appoints Lawrence Seidman, Harold Schechter or Raymond
Vanaria with full power of substitution as proxy for the undersigned, to vote
all shares of common stock, of Center Bancorp, Inc.,(the "Company"), which
the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held
on May 15, 2007, or any adjournment(s) or postponement(s) thereof (the
"Meeting"), as follows:
1.
ELECTION OF DIRECTORS - To elect
LAWRENCE
SEIDMAN HAROLD
SCHECHTER RAYMOND
VANARIA
--
FOR --
WITHHOLD --
FOR --
WITHHOLD --
FOR --
WITHHOLD
To
withhold authority to vote for the election of Lawrence Seidman, Harold
Schechter or Raymond Vanaria, write the respective name(s) in the following
space(s) or withhold authority for any by placing an X next to
Withhold.
The
Committee intends to use this proxy to vote for one person who has been
nominated by the Company to serve as a director other than the Company Nominees
noted below. You should refer to the Company’s proxy statement and form of proxy
distributed by the Company for the names, backgrounds, qualifications, and
other
information concerning the Company’s Nominees. The Committee is NOT seeking
authority to vote for and will NOT exercise any authority for John J. Davis,
Donald G. Kein and Norman F. Schroeder, three of the Company’s four Nominees.
There is no assurance that any of the Company’s Nominee will serve if elected
with the Committee’s Nominees. You may withhold authority to vote for an
additional Company Nominee, by writing the name of the Company Nominee in the
following space below:
IMPORTANT:
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This
proxy, when properly executed, will be voted in the manner directed herein
by
the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted
"FOR" the election of the Committee's Nominees as a Director. This proxy revokes
all prior proxies given by the undersigned.
In
his
discretion, the proxy is authorized to vote upon such other business as
may
properly come before the meeting, or any adjournments or postponements
thereof,
as provided in the proxy statement provided herewith.
Please
sign exactly as your name appears hereon or on your proxy cards previously
sent to you. When shares are held by joint tenants, both should sign.
When
signing as an attorney, executor, administrator, trustee, or guardian,
please
give full title as such. If a corporation, please
24
sign
in
full corporation
name by the President or other duly authorized officer. If a partnership,
please sign in partnership name by authorized person. This proxy card
votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature,
if jointly
held)
Title:
____________________________________
PLEASE
SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
25
Dates Referenced Herein and Documents Incorporated by Reference
