-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RrHMdTrzGIaYnRBHqmjBjVCY3WyjIFhcoG3KzfUEXie+Q61X9pyHR2XJRIPDzbO7 sI8vt4IRPlqy259Ox2nkeg== 0001104659-04-006807.txt : 20040310 0001104659-04-006807.hdr.sgml : 20040310 20040309211430 ACCESSION NUMBER: 0001104659-04-006807 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040310 GROUP MEMBERS: DONALD S. CYMBOR, SR. GROUP MEMBERS: GARY R. MAITA GROUP MEMBERS: H. MICKEY MCCABE GROUP MEMBERS: HENRY SANCHEZ GROUP MEMBERS: JOHN J. HUGHES GROUP MEMBERS: JOSEPH TAGLIARENI GROUP MEMBERS: KENNETH R. POESL GROUP MEMBERS: MARK A. SMITH GROUP MEMBERS: MICHAEL MASONE GROUP MEMBERS: PHYLLIS WASSERMAN GARELICK GROUP MEMBERS: ROBERT G. DORIA GROUP MEMBERS: SUSAN FERRARO GROUP MEMBERS: VIRGINIA BOELE KEMP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BCB BANCORP INC CENTRAL INDEX KEY: 0001228454 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 260065262 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79733 FILM NUMBER: 04658688 BUSINESS ADDRESS: STREET 1: 860 BROADWAY CITY: BAYONNE STATE: NJ ZIP: 07002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMITTEE FOR SOUND CORPORATE GOVERANCE CENTRAL INDEX KEY: 0001282971 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 25 WEST 8 STREET CITY: BAYONNE STATE: NJ ZIP: 07002 BUSINESS PHONE: 2014379500 SC 13D 1 a04-3281_1sc13d.htm SC 13D

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

BCB Bancorp, Inc.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

072888 10 0

(CUSIP Number)

 

COPY TO:

 

GIORDANO, HALLERAN & CIESLA, P.C.
125 HALF MILE ROAD
P.O. BOX 190
MIDDLETOWN, NJ 07748
(732) 741-3900
Attn:  JOHN A. AIELLO, ESQ.

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 5, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   072888 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
COMMITTEE FOR SOUND CORPORATE GOVERNANCE

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
431,283 shares owned by the members of the Committee in the aggregate

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.6%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Donald S. Cymbor, Sr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
61,464

 

8.

Shared Voting Power
16,335

 

9.

Sole Dispositive Power
61,464

 

10.

Shared Dispositive Power
16,335

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
77,799

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert G. Doria

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
17,504

 

8.

Shared Voting Power
8,191

 

9.

Sole Dispositive Power
17,504

 

10.

Shared Dispositive Power
8,191

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,695

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susan Ferraro

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,331

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,331

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,331

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Phyllis Wasserman Garelick

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
41,884

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
41,884

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,884

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John J. Hughes

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,978

 

8.

Shared Voting Power
303

 

9.

Sole Dispositive Power
13,978

 

10.

Shared Dispositive Power
303

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,281

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Virginia Boele Kemp

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,541

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,541

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,541

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gary R. Maita

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
51,851

 

8.

Shared Voting Power
9,143

 

9.

Sole Dispositive Power
51,851

 

10.

Shared Dispositive Power
9,143

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,994

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Masone

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,876

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,876

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,876

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H. Mickey McCabe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
12,992

 

8.

Shared Voting Power
55,599

 

9.

Sole Dispositive Power
12,992

 

10.

Shared Dispositive Power
55,599

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
68,591

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.3%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kenneth R. Poesl

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
107,546

 

8.

Shared Voting Power
1,597

 

9.

Sole Dispositive Power
107,546

 

10.

Shared Dispositive Power
1,597

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
109,143

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

12



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Henry Sanchez

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,420

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,420

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,420

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

13



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Mark A. Smith

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

14



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joseph Tagliareni

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizenship

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
18,169

 

8.

Shared Voting Power
7,684

 

9.

Sole Dispositive Power
18,169

 

10.

Shared Dispositive Power
7,684

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,853

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

15



 

 

STATEMENT PURSUANT TO RULE 13d-1

 

OF THE

 

GENERAL RULES AND REGULATIONS

 

UNDER THE

 

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

Item 1.

Security and Issuer

The class of equity securities to which this Statement on Schedule 13D (the “Statement”) relates is the Common Stock, no par value (the “Common Stock”) of BCB Bancorp, Inc., a New Jersey corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 104-110 Avenue C, Bayonne, NJ  07002.

 

 

Item 2.

Identity and Background

 

(a) – (c).  This statement is being filed by a group of shareholders of the Issuer and prospective nominees for director, acting as the Committee for Sound Corporate Governance (the “Committee”).  The Committee is an unincorporated association with a principal place of business at c/o Hughes & Finnerty, P.C., 25 West 8th Street, Bayonne, New Jersey  07002.  The following individuals (collectively, with the Committee, the “Reporting Persons”) constitute the Committee:  Donald S. Cymbor, Sr., Robert G. Doria, Susan Ferraro, Phyllis Wasserman Garelick, John J. Hughes, Virginia Boele Kemp, Dr. Gary R. Maita, Michael Masone, H. Mickey McCabe,  Kenneth R. Poesl, Henry Sanchez, Mark A. Smith, and Joseph Tagliareni. 

 

Donald S. Cymbor, Sr. is the owner and manager of Bayonne Memorial Home, Inc., 854 Avenue C, Bayonne, NJ  07002, and the owner and director of the William Kohoot Funeral Home, 86 West 14th Street, Bayonne, New Jersey  07002.

 

Robert G. Doria is a Certified Public Accountant and serves as a Tax Commissioner for the State of New Jersey Hudson County Board of Taxation.  Mr. Doria’s firm, Donohue, Gironda & Doria, CPAs, is located at 310 Broadway, Bayonne, New Jersey  07002.

 

Susan Ferraro is an attorney in private practice.  Since July 2000, Ms. Ferraro has served as an assistant attorney/ municipal prosecutor for the City of Bayonne.  Ms. Ferraro’s firm, Law Offices of Susan Ferraro, is located at 766-768 Broadway, Bayonne, New Jersey  07002.

 

16



 

Phyllis Wasserman Garelick is retired from the Elizabeth Board of Education, for which she served as teacher, guidance counselor, principal and supervisor of the guidance program.  Ms. Garelick’s address is 31 Park View Terrace, Bayonne, New Jersey  07002.

 

John J. Hughes is an attorney in private practice with the law firm of Hughes & Finnerty, P.C.  Mr. Hughes’s business address is 25 West 8th Street, Bayonne, New Jersey  07002.

 

Virginia Boele Kemp is a travel agent and event planner, and is the owner and President of Four Seasons Travel.  Ms. Kemp’s business address is 923 Broadway, Bayonne, New Jersey  07002.

 

Dr. Gary R. Maita is a general dentist and a partner in the South Hudson Dental Group.  Dr. Maita’s business address is 919 Broadway, Bayonne, New Jersey  07002.

 

Michael Masone is a lawyer in private practice with the law firm of Raff & Masone, P.A.  Mr. Masone’s business address is 1081 Avenue C, Bayonne, New Jersey  07002.

 

H. Mickey McCabe is the founder and President of McCabe Ambulance Service and the McCabe Institute of Emergency Preparedness.  Mr. McCabe’s business address is 7 East 41st St., Bayonne, New Jersey  07002.

 

Kenneth R. Poesl is the owner and President of Ken’s Marine Service, an environmental remediation service company.  Mr. Poesl’s business address is 116 East 22nd Street, Bayonne, New Jersey  07002.

 

Henry Sanchez is a retired federal employee with combined military and civilian service of 51 years, who served with the United States Navy.  Mr. Sanchez’s address is 11 Kennedy Boulevard, Bayonne, New Jersey  07002.

 

Mark A. Smith is the Director of Law Enforcement for the City of Bayonne.  Mr. Smith’s business address is 630 Avenue C, Bayonne, New Jersey  07002.

 

Joseph Tagliareni is the President and Chief Executive Officer of J & J Printing.  Mr. Tagliareni’s business address is 1023 Broadway, Bayonne, New Jersey  07002.

 

(d)           During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 

 

(e)           During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f)            Each of the Reporting Persons is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

This Schedule 13D is filed as a result of the formation of the Committee by the other Reporting Persons for the purpose identified in Item 4.  The Committee owns no shares of the

 

17



 

Issuer’s common stock and all of the shares held by the other Reporting Persons were acquired with personal funds, except for the borrowings disclosed in Item 5.

 

Item 4.

Purpose of Transaction

 

The shares owned by Reporting Persons were acquired for personal investment. 

 

The Committee includes eight current members of the Issuer’s Board of Directors, including the former Chairman of the Board of Directors of the Issuer.  The members of the Committee believe that the other members of the Issuer’s Board have failed to act in accordance with sound corporate governance principles.  Specifically, the Committee believes that at the direction of the other directors, the Board has acted arbitrarily regarding its consideration of important matters.  The Committee intends to propose an alternative slate of directors at the Issuer’s next annual meeting of shareholders. 

 

Other than the foregoing, the Committee does not have any current plans or proposals of the type described in items (a) through (j) of Item 4.  The Committee reserves the right to take or not take any action it deems to be in its best interest or to change its intention as set forth in this Item 4.

 

Item 5.

Interest in Securities of the Issuer

 

Each of the Reporting Persons disclaims beneficial ownership of shares of the Issuer owned by any other Reporting Person.  Assuming, however, that the Committee may be considered to beneficially own the shares beneficially owned by the members of the Committee, the Committee’s beneficial ownership would be 431,283 shares, or 20.6% of outstanding shares.

 

Name

 

Number of Shares of Common Stock Beneficially Owned

 

Percentage

 

Donald S. Cymbor, Sr.

 

77,799

(1)

3.7

%

Robert G. Doria

 

25,695

(2)

1.2

%

Susan Ferraro

 

1,331

(3)

0.1

%

Phyllis Wasserman Garelick

 

41,884

(4)

2.0

%

John J. Hughes

 

14,281

(5)

0.7

%

Virginia Boele Kemp

 

2,541

 

0.1

%

Gary R. Maita

 

60,994

(6)

2.9

%

Michael Masone

 

1,876

 

0.1

%

H. Mickey McCabe

 

68,591

(7)

3.3

%

Kenneth R. Poesl

 

109,143

(8)

5.2

%

Henry Sanchez

 

2,420

 

0.1

%

Mark A. Smith

 

——

 

0.0

%

Joseph Tagliareni

 

25,853

(10)

1.2

%

 


(1)          Includes 16,335 shares held by Mr. Cymbor’s son.

 

(2)          Includes 333 shares owned by the accounting firm by which Mr. Doria is employed, 6,049 shares held jointly with Mr. Doria’s spouse, and 1,809 shares owned by or for the benefit of Mr. Doria’s spouse and children.

 

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(3)          Represents shares held by Ms. Ferraro and her sister jointly.

 

(4)          Includes 32,186 shares held by Ms. Garelick and her spouse jointly, and 9,698 shares held by Ms. Garelick individually.

 

(5)          Includes 303 shares owned by Mr. Hughes’s spouse.

 

(6)          Includes 9,143 shares owned by Dr. Maita’s spouse and children, and 665 shares owned by a company controlled by Dr. Maita.

 

(7)          Includes 49,610 shares held by Mr. McCabe and his spouse jointly and 5,989 shares owned by Mr. McCabe’s spouse.

 

(8)          Includes 999 shares owned by companies of which Mr. Poesl is the sole owner, and 1,597 shares owned by Mr. Poesl’s spouse and children.

 

(9)          Includes 666 shares owned by a company of which Mr. Tagliareni is the sole owner, 7,018 shares held jointly by Mr. Tagliareni and his spouse, and 666 shares owned by Mr. Tagliareni’s children.

 

19



 

The following table sets forth all purchases and sales of the Issuer’s common stock by individual Reporting Persons since January 7, 2004. Susan Ferraro, Virginia Boele Kemp,  Michael Masone, Henry Sanchez and Mark A. Smith have not purchased shares of the Issuer’s stock within that time period.  Each of the Reporting Persons who did purchase shares since January 7, 2004 used their personal funds to purchase the above-referenced shares, except for Gary Maita, H. Mickey McCabe, and Joseph Tagliareni.  Dr. Maita borrowed funds from a bank which made the loan in the ordinary course of business.  Dr. Maita’s loan is for a term of 180 months and accrues interest at an annual rate of 6.009%.  Messrs. McCabe and Tagliareni each borrowed funds for the acquisition of such shares from Ellisen Partners, L.L.C., 141 Stirling Road, Watchung, New Jersey 07069.  Each of these loans provides for a six-month term and interest to accrue at an annual rate of 7.5%.  Jeffrey Bonner controls Ellisen Partners, L.L.C.  The loans by Ellisen Partners, L.L.C. to Messrs. McCabe and Tagliareni were made without any intent by Ellisen Partners, L.L.C. or Mr. Bonner to participate in a proxy contest by the Committee, and Ellisen Partners, L.L.C. and Mr. Bonner disclaim that they are participants in the Committee’s proxy contest.   

 

Name

 

Date

 

Transactions

 

No. of
Shares

 

Price Per
Share

 

Nature of Transaction

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald S. Cymbor, Sr.

 

2/13/04

 

Purchase

 

2,382

 

$

14.59

 

Exercise of options

 

 

 

2/13/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

Robert G. Doria

 

2/13/04

 

Purchase

 

1,982

 

$

14.59

 

Exercise of options

 

 

 

2/13/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

Susan Ferraro

 

 

 

 

 

 

Phyllis W. Garelick

 

2/17/04

 

Purchase

 

2,162

 

$

14.59

 

Exercise of options

 

 

 

2/17/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

John J. Hughes

 

2/20/04

 

Purchase

 

1,878

 

$

14.59

 

Exercise of options

 

Virginia B. Kemp

 

 

 

 

 

 

Gary R. Maita

 

2/26/04

 

Purchase

 

2,388

 

$

14.59

 

Exercise of options

 

 

 

2/26/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

Michael Masone

 

 

 

 

 

 

H. Mickey McCabe

 

3/05/04

 

Purchase

 

2,462

 

$

14.59

 

Exercise of options

 

 

 

3/05/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

Kenneth R. Poesl

 

2/13/04

 

Purchase

 

3,011

 

$

14.59

 

Exercise of options

 

 

 

2/13/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

Henry Sanchez

 

 

 

 

 

 

Mark A. Smith

 

 

 

 

 

 

Joseph Tagliareni

 

3/5/04

 

Purchase

 

1,981

 

$

14.59

 

Exercise of options

 

 

 

3/5/04

 

Purchase

 

2,212

 

$

8.26

 

Exercise of options

 

 

20



 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than stock option agreements evidencing stock options granted to Reporting Persons who are directors of the Issuer  (Cymbor, Doria, Garelick, Hughes, Maita, McCabe, Poesl, and Tagliareni), and except that each of the Reporting Persons has verbally agreed to be a member of the Committee for Sound Corporate Governance for the purpose set forth in Item 4 above, each of the Reporting Persons presently has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any shares of Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

Item 7.

Material to Be Filed as Exhibits

The following Exhibit A is attached hereto.

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  March 9, 2004

 

COMMITTEE FOR SOUND CORPORATE GOVERNANCE

 

 

 

DONALD S. CYMBOR, SR.

 

 

 

ROBERT G. DORIA

 

 

 

SUSAN FERRARO

 

 

 

PHYLLIS WASSERMAN GARELICK

 

 

 

JOHN J. HUGHES

 

 

 

VIRGINIA BOELE KEMP

 

 

 

GARY R. MAITA

 

 

 

MICHAEL MASONE

 

 

 

H. MICKEY MCCABE

 

 

 

KENNETH R. POESL

 

 

 

HENRY SANCHEZ

 

 

 

MARK A SMITH

 

 

 

JOSEPH TAGLIARENI

 

 

 

 

 

 

 

 

 

 

 

 

By:

   /s/

 

 

 

 

 

 

John J. Hughes, Attorney-in-Fact

 

 

21



 

Exhibit A

 

Joint Filing Agreement and Power of Attorney

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of BCB Bancorp, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints John J. Hughes as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the joint statement on Schedule 13D (including any and all amendments thereto), as described above, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 

 

 

[the remainder of this page is intentionally blank]

 

22



 

In evidence thereof, the undersigned hereby execute this Agreement his 8th day of March, 2004. 

 

 

/s/     Donald S. Cymbor, Sr.

 

 

Donald S. Cymbor, Sr.

 

 

 

/s/     Robert G. Doria

 

 

Robert G. Doria

 

 

 

/s/     Susan Ferraro

 

 

Susan Ferraro

 

 

 

/s/     Phyllis Wasserman Garelick

 

 

Phyllis Wasserman Garelick

 

 

 

/s/     John J. Hughes

 

 

John J. Hughes

 

 

 

/s/     Virginia Boele Kemp

 

 

Virginia Boele Kemp

 

 

 

/s/     Gary R. Maita

 

 

Gary R. Maita

 

 

 

/s/     Michael Masone

 

 

Michael Masone

 

 

 

/s/     H. Mickey McCabe

 

 

H. Mickey McCabe

 

 

 

/s/     Kenneth R. Poesl

 

 

Kenneth R. Poesl

 

 

 

/s/     Henry Sanchez

 

 

Henry Sanchez

 

 

 

/s/     Mark A. Smith

 

 

Mark A. Smith

 

 

 

/s/     Joseph Tagliareni

 

 

Joseph Tagliareni

 

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