CENTER
BANCORP, INC.
________________
ANNUAL
MEETING OF SHAREHOLDERS
April
,
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 April ,
2007.
Please refer to the Company's proxy statement for the time and location
of this
meeting (the "Annual Meeting"). Shareholders who own the Common Stock on
February ,
2007
will be entitled to vote ("Annual Meeting Record Date"). The Company's
principal
executive offices are located at 2455 Morris Avenue, Union, NJ
07083.
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.
The
Committee members own approximately
shares,
which represents . %
of the
Company's outstanding Common Stock, as of February ,
2007,
based upon the Company's Preliminary Proxy Statement and are 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 March 30, 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. 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.
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.
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. 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.
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:
D.
F.
King & Co.
Attn:
Richard Grubaugh
48
Wall
Street
(Call
Toll Free ( ) - )
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 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
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 COMPANY PRESS RELEASE DATED DECEMBER 19,
2005.)
In
the
Company’s March 27, 2006 press release, 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, 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 show
on the below schedule.
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
The
Committee Nominees would attempt to persuade the Company to accelerate
the
purchase of stock pursuant to the above authorized share repurchase
plan.
COMPANY’S
POOR
EFFICIENCY
RATIO
The
Company stated in the December 19, 2005 press release “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, 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
|
THE
COMPANY’S TOTAL RETURN
COMPARED
TO THE SNL
BANK
$1B
TO $5B INDEX
On
June
29, 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
Year
|
3
Year
|
5
Year
|
CNBC
|
48.38%
|
-5.21%
|
119.63%
|
SNL
Micro Cap Bank Index1
|
12.00%
|
43.82%
|
156.71%
|
|
|
|
|
CNBC
|
|
10.57%
|
|
SNL
Micro Cap Bank Index1
|
|
5.06%
|
|
Source:
SNL Financial LC
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 companies. 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.
THE
COMPANY’S LAST TWO
YEARS
OPERATING INCOME
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.
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
|
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.
The
Committee Nominees will need the support of five additional Board members
to
gain Board approval for its amendment to de-classify the Board.
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. The Committee Nominees would however, request that the
Company implement an aggressive stock repurchase program. In addition,
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.
Shareholders
will not be afforded a separate opportunity to vote on the implementation
of a
stock repurchase program. Shareholders will be required to vote on certain
sales
or mergers involving stock, but a cash acquisition may not require Shareholder
approval.
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”), seeking 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:
Seller |
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 |
|
|
|
|
|
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. With respect to YFCB, Seidman continually
pushed
YFCB to sell. On November 14, 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.
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 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.
On
December 6, 2002, Michael A. Griffith was appointed to the KNK Board of
Directors. His appointment was part of an agreement with an investor group
led
by Jeffrey L. Gendell, which owned approximately 9.8% of KNK's outstanding
shares. On January 17, 2003, KNK announced, among other things, the resignation
of Larry Huffman, the President and Chief Executive Officer, and the election
of
Mr. Griffith as the new KNK Chairman.
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 Shareholders 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 of 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.
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.
Harold
Schechter is 62 years of age and his residence address is 38 Rillo Drive,
Wayne,
New Jersey 07470. 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 Jersey 07470. 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. 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 Jersey 07054.
Raymond
Vanaria is 48 years of age and his residence address is 140 Pines Lake
Drive
East, Wayne, New Jersey 07470. 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.
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
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. 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-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 (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.
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.
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 York 10005, at
( ) - .
APPENDIX
A
THE
COMMITTEE TO PRESERVE SHAREHOLDER
VALUE
AND
ITS NOMINEES
The
participants who comprise the Committee own in the aggregate
shares
of Common Stock, representing approximately %
of the
shares outstanding 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 Jersey 07470. 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,
NJ 07470.
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,
New
Jersey 07470. 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 Jersey
07052.
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 Jersey
07052.
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 York 10036. 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 Jersey 07069. 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.
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 February ,
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
|
Percent
of
|
1. Seidman and Associates, LLC
(SAL)
|
Lanidex Center
100 Misty Lane
|
|
|
2. Seidman Investment
Partnership, LP (SIP)
|
19 Veteri Place
|
|
|
3. Seidman Investment Partnership
II, LP (SIPII)
|
19 Veteri Place
|
|
|
4. Lawrence Seidman and
discretionary clients (1)
|
19 Veteri Place
|
|
|
5. Berggruen Holdings North
America, Ltd. (Berggruen)
|
1114 Avenue of the
Americas, 41st Fl.
|
|
|
6. Broad Park Investors, LLC
(Broad Park)
|
80 Main St.
|
|
|
7. Chewy Gooey Cookies, LP
(Chewy)
|
80 Main St.
|
|
|
8. LSBK06-08, LLC (LSBK) |
10 Hollow Hill Road
|
|
(3)
|
9. Raymond Vanaria (2) |
140 Pines Lake Dr. East
|
|
(3)
|
10. Harold Schechter (2) |
38 Rillo Drive
|
|
(3)
|
|
|
|
|
------------------
(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
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 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.
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
|
Total
|
|
|
2,674,219.73
|
201,380
|
|
|
|
|
|
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
|
Total
|
|
|
2,737,030.24
|
201,064
|
|
|
|
|
|
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
|
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
|
Total
|
|
|
2,928,387.86
|
239,183
|
|
|
|
|
|
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
|
Total
|
|
|
1,926,350.99
|
137,999
|
|
|
|
|
|
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
|
Total
|
|
|
352,535.00
|
22,500
|
|
|
|
|
|
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
|
Total
|
|
|
3,029,088.75
|
239,500
|
|
|
|
|
|
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
|
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
|
EXHIBIT
B
Entity
|
Date
Purch
|
Cost
per
Share
|
Cost
|
Shares
|
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
|
|
|
|
|
|
Total
|
|
|
16,017,748.83
|
1,226,140
|
*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.
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 April ,
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 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.