PROXY
STATEMENT OF THE MASSBANK CORP.
COMMITTEE
TO
PRESERVE
SHAREHOLDER
VALUE
(THE "COMMITTEE")
[OPPOSES
THE BOARD OF DIRECTORS OF MASSBANK CORP.]
This
Proxy Statement and GREEN proxy card are being furnished to holders of the
common
stock (the "Shareholders"),(the "Common Stock") of Massbank Corp. (the
"Company") a Delaware Corporation, in connection with the solicitation of
proxies (the "Proxy Solicitation") by the Massbank Corp. Committee to Preserve
Shareholder Value (the "Committee"). The Annual Meeting of Shareholders is
to be
held on May 7
,
2008 at
the Sheraton Ferncroft Resort, 50 Ferncroft Road,
Danvers, Massachusetts 01923 at 10:00 a.m. (the "Annual Meeting").
Shareholders who own the Common Stock on March 12, 2008 will be entitled to
vote ("Annual Meeting Record Date"). The Company's principal executive offices
are located at 123 Haven Street, Reading, Massachusetts
01867.
At
the
Annual Meeting, the Company will be seeking (i) the election of three
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 eleven members of the Board of
Directors.
The
Committee members own approximately 319,814 shares, which represents 7.54%
of the Company's outstanding Common Stock [4,241,779] as of February 22,
2008, based upon the Company's Preliminary Proxy Statement dated
,
2008. 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 three (3) directors nominated for election by the Company. The
Committee is soliciting your proxy in support of the election of Thomas C.
Goggins (Goggins), Welles C. Hatch (Hatch) and Lawrence B. 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; LSBK06-08, L.L.C. (“LSBK”), a New Jersey Limited Liability Company;
Goggins, Hatch, and Seidman. This Proxy Statement and GREEN proxy card are
being
first mailed or furnished to Shareholders on or about March
, 2008.
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. On
July 26, 2007, Mr. Seidman called Mr. Brandi, the Company's Chairman of the
Board, President and Chief Executive Officer to discuss the Company's strategic
plans for transforming its balance sheet, improving earnings and returning
capital to Shareholders. Mr. Brandi did not give Mr. Seidman an
opportunity to discuss these issues and also refused to permit Mr. Seidman
to
meet with the Board. If Mr. Seidman had the opportunity to meet with and
speak to Mr. Brandi in detail and/or meet with the Board, he would have proposed
increasing the Board size by one (1) and adding him to the Board. Mr.
Seidman's proposal, if accepted, would have avoided the need for this time
consuming and expensive proxy contest. (See “Background” section
below.) 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 three of the other Directors.
Remember,
your last dated proxy is the only one that counts, so return the GREEN
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 GREEN 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 GREEN 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
New
York,
New York 10005
(Call
Toll Free (800) 488-8075)
BACKGROUND
On
July
26, 2007, Mr. Seidman called Mr. Brandi as a courtesy to inform him that he
was
filing a Schedule 13D and to discuss the Company's strategic plans for
transforming the balance sheet, improving earnings, and returning capital to
Shareholders. Mr. Seidman also requested to meet with the full
Board. The conversation was short and Mr. Brandi challenged Mr. Seidman to
conduct a proxy contest in 2008 and refused his request to meet with the full
Board.
On
August
3, 2007 and November 1, 2007, Mr. Seidman wrote to Mr. Brandi analyzing and
comparing the Company's financial performance. (See Schedule 13D
Amendment 1 and Amendment 2 for copies of the
letters.)
On
December 20, 2007, Seidman and Associates, LLC sent a letter to Robert S.
Cummings, the Company's secretary, nominating Goggins, Hatch, and Seidman for
election to the Company's Board of Directors at the Company's next annual
meeting. (See Schedule 13D Amendment 3 for a copy of this
letter.)
On
January 14, 2008, Mr. Seidman requested a copy of the
Company's most recent shareholder list and a copy of any additional shareholder
list requested thereafter by the Company. (See Schedule 13D Amendment
4 for a copy of this letter.)
On
January 30, 2008, Mr. Seidman sent a letter to Mr.
Brandi addressing inquiries made by Mr. Brandi to certain directors of a
financial institution. Mr. Seidman is a director of the financial
institution. (See Schedule 13D Amendment 5 for a copy of this
letter.)
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 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.
BYLAW
AMENDMENTS
On
February 11, 2008, the Company's Board of Directors
amended its bylaws to place limitations on the eligibility of persons to serve
as a director (See the Company's Form 8-K dated February 11, 2008 for a full
description of the bylaw amendments.) In Mr. Seidman's opinion, the bylaw
amendments were implemented to hinder his ability to nominate himself and any
other individuals to seek election as a director and/or qualify to be a director
of the Company. Mr. Seidman has filed a lawsuit challenging the validity
of the bylaw amendments.
THE
COMPANY'S EARNINGS
PER
SHARE
HISTORY
A
review of the Company's per share earnings from
calendar year 1997, as shown in the following chart, again reinforces the need
for improvement.
Earnings
Per
Share
|
Year
|
|
|
2007
|
1.78
|
|
2006
|
1.61
|
|
2005
|
1.66
|
|
2004
|
1.64
|
|
2003
|
1.73
|
|
2002
|
2.04
|
|
2001
|
2.24
|
|
2000
|
2.25
|
|
1999
|
2.17
|
|
1998
|
1.98
|
|
1997
|
1.85
|
Per
share
amounts are in USD.
Ten
years
ago the Company earned $1.85 per share. Five years ago, earnings were
$2.04 per share. Even after taking substantial non-recurring securities
gains in 2007, earnings per share were only $1.78. Earnings are down from
peak levels in part due to balance sheet shrinkage.
THE
COMPANY
BALANCE
SHEET
A.
TOTAL ASSET
DECLINE
Total
assets have declined for sixteen (16) of the
last seventeen (17) quarters from $1.0 billion in September 2003 to $802 million
in December 2007, a 21% decline.
B.
NET
LOAN
DECLINE
Net
loans have declined for nine (9) consecutive
quarters, from $230 million in September 2005 to $190 million in
December 2007, a 17% decline. Net loans were $259 million in
September 2003. Annual loan originations in both 2001 and 2002 exceeded
$100 million. Since then, they have dipped every year, falling to $60
million in 2004, $49 million in 2005, $22 million in 2006, and $18 million
in 2007, annualized for the first three quarters of the year.
C.
NET
DEPOSIT
DECLINE
Total
deposits have declined for seventeen (17) consecutive quarters, from
$899
million in September 2003 to $683 million in December 2007, a 24%
decline.
BALANCE
SHEET
COMPOSITION
What
is even more incredible than the Company
continually shrinking, is the composition of the balance sheet. Net loans
only represent 24% of total assets. The median for exchange-traded
thrifts is 72%. Federal funds sold and cash and equivalents
represent 31% of MASB's assets. Thus, the Company has a ratio of cash
to loans of 130%. The next highest ratio in the sector is 64%
and the median is 4%. The Company's mix of cash and loans is such an
outlier that it is hard to believe it is in the same sector as its
peers.
THE
COMPANY'S POOR TEN YEAR
PERFORMANCE
COMPARISON
Central
Bancorp, Inc. (CEBK), Hingham Institution for Savings (HIFS), LSB Corp.
(LSBX)
and New Hampshire Bancshares, Inc. (NHTB) are the only thrifts based in
the New England region that have been public for at least ten
years.
Two of
the companies, HIFS and NHTB, top the Company's total return in the last
ten years (from July 25, 1997 to July 25, 2007.)* MASB's return
is 82% versus 165% for HIFS and 168% for NHTB. And for the last five
years (from July 25, 2002 to July 25, 2007)*, LSBX's total return of 55%
and NHTB's 107% return are well ahead of MASB's 39%.
*The
July 25, 2007 date was chosen because it is the
day before the original Schedule 13D was filed.
|
THE
COMPANY'S TEN YEAR RETURN
TO
SECTOR INDEXES
The
following chart clearly demonstrates the Company's poor financial
performance in comparison to certain sector indexes.
The
Company's Total Return
Versus Peer Indexes
|
|
|
|
|
Total
Return to
July 25, 2007 (%)
|
|
|
5
Year
|
10
Year
|
|
MASB
|
39
|
82
|
|
SNL Thrift Index
1
|
75
|
192
|
|
SNL $500M to $1B Thrift Index
2
|
88
|
249
|
|
SNL New England Thrift Index
3
|
142
|
314
|
|
|
|
|
|
1
Market-cap weighted index comprised of all thrifts trading on
the
NYSE, NASDAQ and AMEX
|
|
|
|
2
Market-cap weighted
index comprised of all exchange-traded thrifts
with total assets of between $500 million
and $1 billion
|
|
|
|
3
Market-cap weighted
index comprised of all exchange-traded thrifts
based in the New England
region
|
|
|
|
|
|
|
|
Source: SNL Financial
LC
|
|
|
The
above chart clearly demonstrates that the Company's
total return for both periods is considerable lower than all the indexes,
particularly the SNL New England Thrift Index.
COMPANY'S
SHARE
REPURCHASE
PROGRAM
Since
the end of 2002, total shares outstanding have
only declined by 8%. With negative asset growth and a tangible equity to
asset ratio of approximately 13.5%, in Mr. Seidman's opinion, the Company
should have repurchased significantly more shares.
Shares
Repurchased 2007
|
Company
Name
|
Q1-Mar
|
Q2-Jun
|
Q3-Sep
|
Q4-Dec
|
|
MASSBANK
Corp.
|
0
|
19,800
|
62,285
|
33,500
|
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 increase and
accelerate the purchase of stock pursuant to an authorized share repurchase
plan. To increase the present authorized share repurchase plan, the Committee
Nominees, if elected, will need the cooperation of three of the other
Directors.
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 three 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.
Mr.
Seidman conducted a proxy contest against Center
Bancorp, Inc. (CNBC) and proposed in the proxy material sent to the CNBC
shareholders that the CNBC Board be de-classified. At Mr. Seidman's
request, on February 5, 2008, CNBC announced that CNBC's Board approved
de-classifying its Board, subject to shareholder
approval.
THEREFORE
A VOTE FOR THE COMMITTEE NOMINEES IS A VOTE TO
START
THE
PROCESS TO INCREASE AND 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 three 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
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 three of the other
Directors. Furthermore, the Committee Nominees' plans could change, subject
to
the fiduciary duty they will owe to all Shareholders, if elected.
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
twelve
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”), Yardville National Bancorp (“YANB”), and Center Bancorp, Inc. (CNBC).
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,
IFCJ, SJFC, YANB, and Bridge Street Financial, Inc. ("OCNB") 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
|
|
IFCJ
|
TD
Banknorth
|
2.59
|
23.2
|
No Seidman director on
Board
|
|
OCNB
|
Alliance
Financial
|
1.98
|
44.3
|
Seidman
Nominee on Board
|
|
YANB
|
PNC
Fin. Svcs. Group, Inc.
|
2.04
|
81.9
|
No
Seidman director on Board
|
Source:
SNL Financial LC
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.
Seidman
was not successful in his proxy contest with IBSF, CFSB, VBNJ, UNBJ, YFCB,
KNK,
GAF, or YANB. 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 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. 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
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.
In
addition, Mr. Seidman filed a Schedule 13D in connection with the Common
Stock
of Yardville National Bancorp (YANB). After the filing of
the
Schedule 13D, Mr. Seidman had meetings with several Board members and senior
management of YANB. On February 18, 2005 YANB retained Seidman as an independent
paid consultant to help YANB explore planning, acquisition and growth
opportunities. In November 2005, Mr. Seidman notified YANB, that in his
opinion,
YANB had breached the consulting agreement and that the consulting agreement
was
no longer valid. Mr. Seidman or an entity affiliated with him nominated
three
directors to run against the YANB candidates at the 2006 annual meeting.
A
litigation was commenced in the Superior Court of New Jersey which sought
various forms of relief pertinent to the size and composition of the Board
of
Directors, as well as relief with respect to actions taken that are claimed
to
make Mr. Seidman ineligible for election to the Board of Directors. At
the
annual meeting on May 3, 2006, the Reporting Persons were not successful,
and
the slate proposed by management was elected. On February 8, 2007,
Honorable Judge McVeigh issued a final decision in the litigatoin prosecuted
by
SAL against YANB and its Directors. Such decision found that
the Directors had breached their fiduciary duty; and, as a result, certain
attorneys' fees were assessed against the individual Directors. In
addition, YANB was ordered to reimburse Mr. Seidman for the cost of the
2006
Proxy Contest. On March 20, 2007, Honorable Judge McVeigh issued
an Opinion and Order in connection with a second litigation commenced
by Mr. Seidman to require YANB to hold its annual meeting within 13 months
of
YANB's last annual meeting.
The
Court ordered YANB to conduct its Annual Meeting on July 12,
2007. Judge McVeigh found that Mr. Seidman's complaint established a
derivative action, and the Company's scheduling
of its
Annual Meeting on August 16, 2007 violated New Jersey Statute N.J.S.A
14A:5-2. On June 7, 2007, PNC Financial Services Group Inc. agreed to
purchase YANB for $35 a share ($14 per share cash and .2923 shares of PNC
stock
for each YANB share.)
On June 6,
2007 Lawrence B. Seidman entered into a Non-Interference Agreement with The
PNC Financial Services Group, Inc. and a Settlement Agreement and Mutual
Release
with Yardville National Bancorp and its directors. The sale closed on
October 29, 2007.
In
addition, Mr. Seidman filed a Schedule 13D in
connection with the Common Stock of Center Bancorp, Inc. (CNBC). After the
filing of the Schedule 13D, Mr. Seidman met with Mr. John J. Davis,
CNBC's President and Chief Executive Officer
, to discuss,
among other things, increasing the size of the board by one and adding
Mr.
Seidman to the board. Mr. Seidman was also interviewd by CNBC's
Nominating Committee. CNBC and Seidman were not
able to reach an agreement and Mr. Seidman conducted a proxy contest seeking
to
elect himself and two additional candidates for the four board seats
available. At the CNBC 2007 Annual Meeting, Mr. Seidman was successful and
he and the two additional candidates were elected to the CNBC board on May
15, 2007. Mr. Seidman to date is still a member of the Board of Directors
of CNBC and its banking subsidiary, Union Center National Bank.
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 Goggins, Hatch,
and
Seidman. Messrs. Goggins, Hatch, and Seidman 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.
Thomas
Goggins is 49 years of age and his residence is 250 Westerly Road, Weston,
Massachusetts 02493. He was graduated from the University of
Wisconsin - Madison in 1981 with a Bachelor of Science degree
in Business Administration and from the J.L. Kellog Graduate School of
Managment Northwestern University in 1987 with a Master of Managment degree
in Finance and Accounting (Chevron Fellow.) From 1981 - 1984, Mr. Goggins
was a corporate loan officer for Union Bank of California. From 1987
- 1993, Mr. Goggins was employed by Transamerica Investments, a property
and
casualty company in Los Angeles, California. Mr. Goggins was a Securities
Analyst (1987 - 1988), Assistant Vice President (1988 - 1989), and Portfolio
Manager (1989 - 1993). From 1993 - 1995, Mr. Goggins served
as Portfolio Manager, Vice President - Fixed Income of Putnam
Investments, an investment company in Boston, Massachusetts. From 1995
-
2003,
Mr.
Goggins was employed by John Hancock Advisors, a financial industries fund
in Boston, Massachusetts. Mr. Goggins was a Portfolio Manager, Senior Vice
President - Fixed Income (1995 - 1997) and Portfolio Manager, Senior Vice
President - Equities (1997 - 2003). In 2004, Mr. Goggins was an Analyst
for SAC Capital Advisors, LLC, a global financial services company in Stamford,
Connecticut.
Presently,
Mr. Goggins is Co-founder and Director of Research for Global Long Short
Fund of
Fontana Capital,
an
employee owned hedge fund
sponsor in Boston, Massachusetts. Mr.
Goggins present business address is
99
Summer
Street,
Suite
1520,
Boston,
Massachusetts 02110-1213.
Welles
Hatch is 51 years of age and his residence is 80 Log Hill Road,
Carlisle, Massachusetts 01741. He was graduated from the University
of Massachusetts in 1982 with a Bachelor of Science degree in Economics
and from
the George Washington University in 1986 with a
Master of Business Administration degree in International
Business and Finance. From 1988 - 1990, Mr. Hatch was employed by the Bank
of New England in Boston, Massachusetts. Mr. Hatch was an International
Credit Analyst (1988 - 1989) and Credit Officer and Senior Analyst (1989
-
1990). From 1990 - 1996, Mr. Hatch was employed by the financial
institution Ustrust Inc., a subsidiary of UST Corp., in Boston,
Massachusetts. Mr. Hatch was the Assistant Vice President of Corporate
Loan Review (1990 - 1992), Vice President of Commercial Lending (1992
- 1995),
and Vice President, Group Manager (1995 - 1996). From 1996
- 1998, Mr. Hatch served as Chief Financial Officer of Fine Arts
Express, Inc. , a privately held fine arts logistics and storeage company
in
Boston, Massachusetts. Fine Arts Express was later acquired by
Fortress Worldwide in 1998. From 1999 - 2001, Mr. Hatch served as Vice
President, Finance and Administration of Co-Nect, Inc., a web services firm
in Cambridge Massachusetts. From 2001 - 2003, Mr. Hatch served as Chief
Financial Officer of New Vision Microelectronic Manufacturing Systems,
Inc., a
software development company in Cambridge, Massachusetts. New Vision
was acquired by Inficon, Inc. in 2002. From 2003 - 2005, Mr. Hatch
served as Chief Financial Officer of Electronic Services, Inc., a third
party
logistics provider in Hudson, Massachusetts. From 2005 - 2007, Mr. Hatch
served as Executive in Residence of Analytic Capital, LLC, a merchant
bank in
Boston, Massachusetts. Presently,
Mr.
Hatch is the Vice President and Chief Financial Officer of Airdialog,
LLC dba
Linear Air Concord, an air taxi company in Concord, Massachusetts. Mr.
Hatch is Director, Treasurer, and Co-Founder of Shelter Island Fund,
Inc. (2002 - Present), Director and Treasurer of Outdoor Church of
Cambridge, Inc. (2005 - Present), and was a Director and Member, Loan
Approval Committee, First Federal Savings of East Hartford (2002-2004),
Director
and Treasurer, Fine Arts Express, Inc. (1996-1997), Director and Treasurer,
Greeley Foundation, Inc. (2003), Chairman of the Board, Habitat for Humanity
of
Boston, Inc. (1995-1996), and Director, Habitat for Humanity of
Boston, Inc. (1993 - 1995). Mr. Hatch's present business address is
5 Concord Farms, 555 Virginia Road, Concord, Massachusetts
01742.
Lawrence
Seidman is 60 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.
In
May,
2007, Mr. Seidman was elected to and currently serves on the Board
of Directors
of Center Bancorp, Inc. (CNBC) and its banking subsidiary, Union
Center National
Bank (UCNB).
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.
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, LSBK, SIPII, Broad Park,
Goggins
and Hatch, 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, LSBK, SIPII, Broad Park,
Goggins and Hatch. 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,
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, 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, 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, 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-
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, 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 GREEN 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 GREEN 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
GREEN proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a GREEN 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 GREEN 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 GREEN
proxy
card. Shares represented by a GREEN 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 GREEN 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 GREEN 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 GREEN 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.
MASSBANK
CORP. 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 GREEN 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
(800) 488-8075.
APPENDIX
A
THE
COMMITTEE TO PRESERVE SHAREHOLDER
VALUE
AND
ITS NOMINEES
The
participants who comprise the Committee own in the
aggregate 319,814 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 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.
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.
Thomas Goggins
is the Co-founder and Director of Research for Global Long Short Fund
of Fontana Capital and a private investor with sole discrestion on all
shares he owns. See “Election of Committee Nominees” for complete
resume.
Welles
Hatch is the Chief Financial Officer for Airdialog, LLC and a private
investor with sole discretion on all shares he owns. 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
19
,
2008,
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
Parsippany,
NJ 07054
|
56,601
|
1.33%
|
|
2.
Seidman Investment
Partnership, LP (SIP)
|
19
Veteri Place
Wayne,
NJ 07470
|
56,501
|
1.33%
|
|
3.
Seidman Investment Partnership
II, LP (SIPII)
|
19
Veteri Place
Wayne,
NJ 07470
|
56,001
|
1.32%
|
|
4. Lawrence
Seidman and discretionary
clients (1)
|
19
Veteri Place
Wayne,
NJ 07470
|
317,614
|
7.49%
|
|
5.
Berggruen Holdings North
America, Ltd. (Berggruen)
|
1114
Avenue of the
Americas,
41st Fl.
New
York, NY 10036
|
53,131
|
1.25%
|
|
6.
Broad Park Investors, LLC
(Broad Park)
|
80
Main St.
W.
Orange, NJ 07052
|
57,301
|
1.35%
|
|
7.
LSBK06-08, LLC (LSBK)
|
10
Hollow Hill Road
Watchung,
NJ 07069
|
36,788
|
(3)
|
|
8.
Thomas Goggins (2)
|
250
Westerly Road
Weston,
MA 02493
|
2,000
|
(3)
|
|
9. Welles
Hatch (2)
|
80
Log Hill Road
Carlisle,
MA 01741
|
200
|
(3)
|
|
|
|
|
|
------------------
(1)
Includes all shares owed by SAL, SIP, SIPII, Berggruen, 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 317,614 shares beneficially owned by SAL, SIP, SIP II,
Berggruen, LSBK, Broad Park and 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.
EXHIBIT
B
|
Entity
|
Date
Purchased
|
Cost
per
Share
|
Cost
|
Shares
|
|
SAL
|
7/25/2006
|
32.6572
|
91,146.15
|
2,791
|
|
SAL
|
7/28/2006
|
32.5660
|
40,707.50
|
1,250
|
|
SAL
|
8/10/2006
|
32.5493
|
130,197.20
|
4,000
|
|
SAL
|
9/21/2006
|
32.4740
|
42,216.18
|
1,300
|
|
SAL
|
9/22/2006
|
32.5593
|
70,328.00
|
2,160
|
|
SAL
|
1/3/2007
|
32.8063
|
78,735.12
|
2,400
|
|
SAL
|
1/8/2007
|
32.7729
|
50,798.00
|
1,550
|
|
SAL
|
2/8/2007
|
32.8904
|
41,113.00
|
1,250
|
|
SAL
|
2/26/2007
|
33.0594
|
19,174.44
|
580
|
|
SAL
|
3/5/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
3/13/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
3/14/2007
|
32.8660
|
41,082.50
|
1,250
|
|
SAL
|
3/16/2007
|
32.8563
|
59,141.36
|
1,800
|
|
SAL
|
3/27/2007
|
32.8767
|
24,657.50
|
750
|
|
SAL
|
4/16/2007
|
32.9200
|
32,920.00
|
1,000
|
|
SAL
|
4/17/2007
|
32.9182
|
36,210.00
|
1,100
|
|
SAL
|
4/19/2007
|
32.9435
|
69,181.35
|
2,100
|
|
SAL
|
4/30/2007
|
32.9474
|
24,710.53
|
750
|
|
SAL
|
5/9/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
5/14/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
5/15/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
5/29/2007
|
32.8591
|
72,290.00
|
2,200
|
|
SAL
|
5/30/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SAL
|
6/1/2007
|
32.8811
|
59,186.00
|
1,800
|
|
SAL
|
6/4/2007
|
32.8114
|
57,420.00
|
1,750
|
|
SAL
|
6/12/2007
|
32.8200
|
32,820.00
|
1,000
|
|
SAL
|
7/19/2007
|
33.0938
|
175,397.00
|
5,300
|
|
SAL
|
7/25/2007
|
34.0600
|
68,120.00
|
2,000
|
|
SAL
|
11/2/2007
|
36.2507
|
39,875.75
|
1,100
|
|
SAL
|
11/19/2007
|
36.2136
|
95,966.04
|
2,650
|
|
SAL
|
12/11/2007
|
36.1950
|
36,195.00
|
1,000
|
|
SAL
|
12/31/2007
|
36.2200
|
36,220.00
|
1,000
|
|
SAL
|
1/9/2008
|
36.0694
|
59,514.55
|
1,650
|
|
SAL
|
1/15/2008
|
36.1392
|
40,475.86
|
1,120
|
|
SAL
|
1/22/2008
|
36.0700
|
36,070.00
|
1,000
|
|
SAL
|
1/25/2008
|
36.2200
|
36,220.00
|
1,000
|
|
|
|
|
1,895,309.03
|
56,601
|
|
|
|
|
|
|
|
SIP
|
7/25/2006
|
32.6500
|
76,564.25
|
2,345
|
|
SIP
|
7/28/2006
|
32.5660
|
40,707.50
|
1,250
|
|
SIP
|
8/10/2006
|
32.5493
|
130,197.20
|
4,000
|
|
SIP
|
9/21/2006
|
32.4740
|
42,216.18
|
1,300
|
|
SIP
|
9/22/2006
|
32.5546
|
142,458.80
|
4,376
|
|
SIP
|
1/5/2007
|
32.9400
|
16,470.00
|
500
|
|
SIP
|
1/8/2007
|
32.7729
|
50,798.00
|
1,550
|
|
SIP
|
2/8/2007
|
32.8904
|
41,113.00
|
1,250
|
|
SIP
|
2/26/2007
|
33.0594
|
19,174.44
|
580
|
|
SIP
|
3/9/2007
|
32.9089
|
46,072.44
|
1,400
|
|
SIP
|
3/13/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIP
|
3/14/2007
|
32.8660
|
41,082.50
|
1,250
|
|
SIP
|
3/16/2007
|
32.8563
|
59,141.36
|
1,800
|
|
SIP
|
3/27/2007
|
32.8767
|
24,657.50
|
750
|
|
SIP
|
4/16/2007
|
32.9200
|
32,920.00
|
1,000
|
|
SIP
|
4/18/2007
|
32.9143
|
46,080.00
|
1,400
|
|
SIP
|
4/19/2007
|
32.9435
|
69,181.35
|
2,100
|
|
SIP
|
5/9/2007
|
32.8660
|
41,082.50
|
1,250
|
|
SIP
|
5/14/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIP
|
5/15/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIP
|
5/29/2007
|
32.8594
|
69,990.50
|
2,130
|
|
SIP
|
5/30/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIP
|
6/1/2007
|
32.8811
|
59,186.00
|
1,800
|
|
SIP
|
6/4/2007
|
32.8114
|
57,420.00
|
1,750
|
|
SIP
|
6/12/2007
|
32.8200
|
32,820.00
|
1,000
|
|
SIP
|
7/19/2007
|
33.0938
|
175,397.00
|
5,300
|
|
SIP
|
7/25/2007
|
34.0600
|
68,120.00
|
2,000
|
|
SIP
|
11/19/2007
|
36.2136
|
95,966.04
|
2,650
|
|
SIP
|
11/29/2007
|
36.1200
|
36,120.00
|
1,000
|
|
SIP
|
12/11/2007
|
36.1950
|
36,195.00
|
1,000
|
|
SIP
|
12/19/2007
|
36.2600
|
72,520.00
|
2,000
|
|
SIP
|
1/10/2008
|
36.1239
|
59,604.47
|
1,650
|
|
SIP
|
1/15/2008
|
36.1392
|
40,475.86
|
1,120
|
|
SIP
|
1/25/2008
|
36.2200
|
36,220.00
|
1,000
|
|
|
|
|
1,891,411.89
|
56,501
|
|
|
|
|
|
|
|
SIPII
|
7/21/2006
|
32.3428
|
19,502.70
|
603
|
|
SIPII
|
7/25/2006
|
32.6620
|
54,349.60
|
1,664
|
|
SIPII
|
7/28/2006
|
32.5645
|
28,265.95
|
868
|
|
SIPII
|
8/1/2006
|
32.5540
|
48,896.05
|
1,502
|
|
SIPII
|
8/2/2006
|
32.5633
|
48,845.00
|
1,500
|
|
SIPII
|
8/8/2006
|
32.5580
|
81,395.00
|
2,500
|
|
SIPII
|
8/10/2006
|
32.5520
|
84,635.18
|
2,600
|
|
SIPII
|
9/22/2006
|
32.5588
|
73,713.20
|
2,264
|
|
SIPII
|
1/5/2007
|
32.9400
|
16,470.00
|
500
|
|
SIPII
|
1/18/2007
|
32.6643
|
45,730.00
|
1,400
|
|
SIPII
|
2/8/2007
|
32.8904
|
41,113.00
|
1,250
|
|
SIPII
|
2/26/2007
|
33.0594
|
19,174.44
|
580
|
|
SIPII
|
3/9/2007
|
32.9089
|
46,072.44
|
1,400
|
|
SIPII
|
3/13/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIPII
|
3/16/2007
|
32.8539
|
75,563.96
|
2,300
|
|
SIPII
|
3/21/2007
|
32.8540
|
32,854.00
|
1,000
|
|
SIPII
|
4/5/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIPII
|
4/16/2007
|
32.9200
|
32,920.00
|
1,000
|
|
SIPII
|
4/19/2007
|
32.9435
|
69,181.35
|
2,100
|
|
SIPII
|
4/20/2007
|
32.9357
|
23,054.97
|
700
|
|
SIPII
|
5/9/2007
|
32.8660
|
41,082.50
|
1,250
|
|
SIPII
|
5/10/2007
|
32.8875
|
32,887.50
|
1,000
|
|
SIPII
|
5/15/2007
|
32.8660
|
41,082.50
|
1,250
|
|
SIPII
|
5/29/2007
|
32.8600
|
65,720.00
|
2,000
|
|
SIPII
|
5/30/2007
|
32.8700
|
32,870.00
|
1,000
|
|
SIPII
|
6/1/2007
|
32.8811
|
59,186.00
|
1,800
|
|
SIPII
|
6/11/2007
|
32.8341
|
36,117.50
|
1,100
|
|
SIPII
|
6/12/2007
|
32.8200
|
32,820.00
|
1,000
|
|
SIPII
|
7/19/2007
|
33.0938
|
175,397.00
|
5,300
|
|
SIPII
|
7/25/2007
|
34.0600
|
68,120.00
|
2,000
|
|
SIPII
|
10/29/2007
|
36.2700
|
36,2
70.00
|
1,000
|
|
SIPII
|
11/20/2007
|
36.1653
|
83,180.18
|
2,300
|
|
SIPII
|
12/3/2007
|
36.2167
|
43,460.00
|
1,200
|
|
SIPII
|
12/19/2007
|
36.2600
|
72,520.00
|
2,000
|
|
SIPII
|
1/9/2008
|
36.0694
|
59,514.55
|
1,650
|
|
SIPII
|
1/14/08
|
36.1684
|
47,018.90
|
1,300
|
|
SIPII
|
1/15/08
|
36.1392
|
40,475.86
|
1,120
|
|
|
|
|
1,875,199.33
|
56,001
|
|
|
|
|
|
|
|
Broad
Park
|
11/20/2006
|
32.6900
|
16,345.00
|
500
|
|
Broad
Park
|
12/18/2006
|
32.6522
|
293,870.00
|
9,000
|
|
Broad
Park
|
12/19/2006
|
32.6600
|
65,320.00
|
2,000
|
|
Broad
Park
|
1/3/2007
|
32.8063
|
78,735.12
|
2,400
|
|
Broad
Park
|
1/24/2007
|
32.6500
|
32,650.00
|
1,000
|
|
Broad
Park
|
2/13/2007
|
32.9833
|
19,790.00
|
600
|
|
Broad
Park
|
2/16/2007
|
32.9700
|
32,970.00
|
1,000
|
|
Broad
Park
|
2/26/2007
|
33.0594
|
19,174.44
|
580
|
|
Broad
Park
|
3/9/2007
|
32.9089
|
46,072.44
|
1,400
|
|
Broad
Park
|
3/13/2007
|
32.8700
|
32,870.00
|
1,000
|
|
Broad
Park
|
3/16/2007
|
32.8539
|
75,563.96
|
2,300
|
|
Broad
Park
|
3/21/2007
|
32.8540
|
32,854.00
|
1,000
|
|
Broad
Park
|
4/13/2007
|
32.9325
|
32,932.50
|
1,000
|
|
Broad
Park
|
4/16/2007
|
32.9200
|
32,920.00
|
1,000
|
|
Broad
Park
|
4/19/2007
|
32.9435
|
69,181.35
|
2,100
|
|
Broad
Park
|
4/20/2007
|
32.9357
|
23,054.97
|
700
|
|
Broad
Park
|
5/9/2007
|
32.8660
|
41,082.50
|
1,250
|
|
Broad
Park
|
5/15/2007
|
32.8633
|
49,295.00
|
1,500
|
|
Broad
Park
|
5/29/2007
|
32.8569
|
95,317.85
|
2,901
|
|
Broad
Park
|
5/30/2007
|
32.8700
|
32,870.00
|
1,000
|
|
Broad
Park
|
6/1/2007
|
32.8811
|
59,186.00
|
1,800
|
|
Broad
Park
|
6/11/2007
|
32.8341
|
36,117.50
|
1,100
|
|
Broad
Park
|
6/12/2007
|
32.8200
|
32,820.00
|
1,000
|
|
Broad
Park
|
7/19/2007
|
33.0938
|
175,397.00
|
5,300
|
|
Broad
Park
|
7/25/2007
|
34.0600
|
68,120.00
|
2,000
|
|
Broad
Park
|
11/9/2007
|
36.1435
|
83,130.04
|
2,300
|
|
Broad
Park
|
11/26/2007
|
36.1270
|
90,317.50
|
2,50
0
|
|
Broad
Park
|
12/27/2007
|
36.1011
|
64,982.00
|
1,800
|
|
Broad
Park
|
1/10/2008
|
36.1239
|
59,604.47
|
1,650
|
|
Broad
Park
|
1/15/2008
|
36.1392
|
40,475.86
|
1,120
|
|
Broad
Park
|
1/31/2008
|
36.3580
|
90,895.00
|
2,500
|
|
|
|
|
1,923,914.50
|
57,301
|
|
|
|
|
|
|
|
LSBK
|
1/12/2007
|
32.7167
|
9,815.00
|
300
|
|
LSBK
|
1/16/2007
|
32.6682
|
35,935.00
|
1,100
|
|
LSBK
|
1/24/2007
|
32.6500
|
32,650.00
|
1,000
|
|
LSBK
|
1/25/2007
|
32.6500
|
13,060.00
|
400
|
|
LSBK
|
1/30/2007
|
32.6654
|
42,465.00
|
1,300
|
|
LSBK
|
2/27/2007
|
32.9250
|
52,680.00
|
1,600
|
|
LSBK
|
3/9/2007
|
32.9168
|
29,625.14
|
900
|
|
LSBK
|
3/13/2007
|
32.8900
|
16,445.00
|
500
|
|
LSBK
|
3/16/2007
|
32.8852
|
16,442.60
|
500
|
|
LSBK
|
4/16/2007
|
32.9400
|
16,470.00
|
500
|
|
LSBK
|
4/19/2007
|
32.9435
|
32,943.50
|
1,000
|
|
LSBK
|
5/9/2007
|
32.8700
|
32,870.00
|
1,000
|
|
LSBK
|
5/15/2007
|
32.8767
|
24,657.50
|
750
|
|
LSBK
|
5/29/2007
|
32.8624
|
53,171.30
|
1,618
|
|
LSBK
|
6/1/2007
|
32.8900
|
32,890.00
|
1,000
|
|
LSBK
|
6/12/2007
|
32.8080
|
82,020.00
|
2,500
|
|
LSBK
|
7/19/2007
|
33.0957
|
115,835.00
|
3,500
|
|
LSBK
|
7/25/2007
|
34.0580
|
85,145.00
|
2,500
|
|
LSBK
|
11/9/2007
|
36.1435
|
83,130.04
|
2,300
|
|
LSBK
|
11/21/2007
|
36.0786
|
25,255.00
|
700
|
|
LSBK
|
11/26/2007
|
36.1270
|
90,317.50
|
2,500
|
|
LSBK
|
12/13/2007
|
36.2105
|
43,452.56
|
1,200
|
|
LSBK
|
12/18/2007
|
36.1540
|
180,770.00
|
5,000
|
|
LSBK
|
1/11/2008
|
36.0950
|
72,190.00
|
2,000
|
|
LSBK
|
1/15/2008
|
36.1392
|
40,475.86
|
1,120
|
|
|
|
|
1,260,711.00
|
36,788
|
|
|
|
|
|
|
|
Berggruen
|
9/26/2006
|
32.5500
|
48,825.00
|
1,500
|
|
Berggruen
|
10/11/2006
|
32.6033
|
48,904.95
|
1,500
|
|
Berggruen
|
10/23/2006
|
32.6500
|
32,650.00
|
1,000
|
|
Berggruen
|
11/1/2006
|
32.6500
|
32,650.00
|
1,000
|
|
Berggruen
|
11/7/2006
|
32.6500
|
48,975.00
|
1,500
|
|
Berggruen
|
11/13/2006
|
32.6500
|
78,360.00
|
2,400
|
|
Berggruen
|
1/4/2007
|
32.9000
|
98,700.00
|
3,000
|
|
Berggruen
|
1/5/2007
|
32.9000
|
49,350.00
|
1,500
|
|
Berggruen
|
2/5/2007
|
32.6500
|
39,180.00
|
1,200
|
|
Berggruen
|
2/23/2007
|
32.9500
|
32,950.00
|
1,000
|
|
Berggruen
|
2/26/2007
|
33.0449
|
52,210.94
|
1,580
|
|
Berggruen
|
3/9/2007
|
32.8946
|
46,052.44
|
1,400
|
|
Berggruen
|
3/13/2007
|
32.8500
|
32,850.00
|
1,000
|
|
Berggruen
|
3/16/2007
|
32.8452
|
75,543.96
|
2,300
|
|
Berggruen
|
3/23/2007
|
32.8500
|
32,850.00
|
1,000
|
|
Berggruen
|
4/13/2007
|
32.9000
|
32,900.00
|
1,000
|
|
Berggruen
|
4/17/2007
|
32.9000
|
36,190.00
|
1,100
|
|
Berggruen
|
4/19/2007
|
32.9435
|
69,181.35
|
2,100
|
|
Berggruen
|
4/30/2007
|
32.9207
|
24,690.53
|
750
|
|
Berggruen
|
5/9/2007
|
32.8500
|
41,062.50
|
1,250
|
|
Berggruen
|
5/29/2007
|
32.8500
|
136,360.35
|
4,151
|
|
Berggruen
|
5/30/2007
|
32.8500
|
32,850.00
|
1,000
|
|
Berggruen
|
6/1/2007
|
32.8700
|
59,166.00
|
1,800
|
|
Berggruen
|
6/11/2007
|
32.8000
|
36,080.00
|
1,100
|
|
Berggruen
|
6/12/2007
|
32.8000
|
32,800.00
|
1,000
|
|
Berggruen
|
7/19/2007
|
33.0900
|
175,377.00
|
5,300
|
|
Berggruen
|
7/25/2007
|
34.0500
|
68,100.00
|
2,000
|
|
Berggruen
|
11/1/2007
|
36.2450
|
50,743.00
|
1,400
|
|
Berggruen
|
11/28/2007
|
36.2160
|
181,080.00
|
5,000
|
|
Berggruen
|
1/14/2008
|
36.1530
|
46,998.90
|
1,300
|
|
|
|
|
1,773,631.92
|
53,131
|
|
|
|
|
|
|
|
Goggins
|
10/15/2007
|
36.7436
|
68,196.20
|
1,856
|
|
Goggins
|
10/16/2007
|
37.3993
|
5,385.50
|
144
|
|
|
|
|
73,581.70
|
2,000
|
|
|
|
|
|
|
|
Hatch
|
9/4/2007
|
34.0008
|
6,800.15
|
200
|
|
|
|
|
6,800.15
|
200
|
|
|
|
|
|
|
|
Seidman
Clients
|
6/27/2007
|
32.9430
|
32,943.00
|
1,000
|
|
Seidman
Clients
|
8/2/2006
|
32.7855
|
6,425.96
|
196
|
|
Seidman
Clients
|
9/21/2006
|
33.0889
|
3,143.45
|
95
|
|
|
|
|
42,512.41
|
1,291
|
P
R O X
Y