-----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, We7c6yaYhu7/eECrTy12AniF6vYsewszLQHluOrP9DvhodXj8V3L5H1fVTkKztfX OUdyAcgjnD1+8B17eIKheQ== 0001144204-05-016700.txt : 20050520 0001144204-05-016700.hdr.sgml : 20050520 20050520171211 ACCESSION NUMBER: 0001144204-05-016700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER BANCORP INC CENTRAL INDEX KEY: 0000712771 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521273725 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11486 FILM NUMBER: 05849010 BUSINESS ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086889500 MAIL ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 8-K 1 v018819_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2005 CENTER BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 2-81353 52-1273725 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2455 Morris Avenue, Union, New Jersey 07083 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (800) 862-3683 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On May 20, 2005, the Registrant disseminated a press release reporting that Registrant and Union Center National Bank, a national bank and a wholly-owned subsidiary of the Registrant, have completed their merger with Red Oak Bank, which is being filed with this Current Report on Form 8-K as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 - Press release dated May 20, 2005 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTER BANCORP, INC. By: /s/ John J. Davis ----------------------------------------- Name: John J. Davis Title: President and Chief Executive Officer Dated: May 20, 2005 EXHIBIT INDEX Exhibit 99.1 - Press release dated May 20, 2005 EX-99.1 2 v018819_ex99-1.txt Anthony C. Weagley, Vice President and Treasurer CENTER BANCORP, INC. COSUMMATES MERGER WITH RED OAK BANK Union, New Jersey, May 20, 2005 ---Center Bancorp Inc. (NASDAQ, NM: CNBC) parent company to Union Center National Bank of Union, New Jersey, completed its previously announced merger with Red Oak Bank effective at the close of business today. Red Oak Bank, headquartered in Morristown, New Jersey, was a state chartered commercial bank with approximately $98 million in assets. Under the merger agreement, half of the outstanding Red Oak shares will be converted into $13.3 million in cash and half of Red Oak's shares will be converted into a total of approximately one million shares of Center Bancorp common stock. Center anticipates that the transaction will be accretive to earnings in 2005. "The merger with Red Oak was consistent with our company's continued strategy of highly focused growth within approximately 50 miles of our headquarters, through new branches and acquisitions of other financial institutions with a similar customer culture. In our view, Red Oak represented Center's best possible acquisition candidate currently in Morris County. This was an opportunity for Center to expand its franchise and provide its full complement of services along with its high level of customer service to this market. Red Oak offered Center the opportunity to take advantage of the growing market place in Morris County and to further our commitment to that area" said John J. Davis, President & CEO. Center Bancorp, Inc., through its wholly owned subsidiary, Union Center National Bank, Union, New Jersey, currently operates thirteen banking locations. Banking centers are located in Union Township (6 locations), Berkeley Heights, Madison, Millburn/Vauxhall, Morristown (2 locations), Springfield, and Summit, New Jersey. The Bank also operates remote ATM locations in the Union New Jersey Transit train station and in Union Hospital. The Bank also received recent approvals to install and operate two additional off-premise ATM locations in the Chatham and Madison New Jersey Transit Stations. Union Center National Bank is the largest commercial Bank headquartered in Union County; it was chartered in 1923 and is a full-service banking company. For further information regarding Center Bancorp Inc., call 1-(800)-862-3683. For information regarding Union Center National Bank visit our web site at "http://www.centerbancorp.com" ~http://www.centerbancorp.com. All non-historical statements in this press release (including the anticipated accretive nature of the merger) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may use such forward-looking terminology as "expect," "look," "believe," "plan," "anticipate," "may," "will" or similar statements or variations of such terms or otherwise express views concerning trends and the future. Such forward-looking statements involve certain risks and uncertainties. These include, but are not limited to, the direction of interest rates, continued levels of loan quality and origination volume, continued relationships with major customers including sources for loans, as well as the effects of international, national, regional and local economic conditions and legal and regulatory barriers and structure, including those relating to the deregulation of the financial services industry, and other risks cited in reports filed by the Corporation with the Securities and Exchange Commission. Actual results may differ materially from such forward-looking statements. Center Bancorp, Inc. assumes no obligation for updating any such forward-looking statement at any time. -----END PRIVACY-ENHANCED MESSAGE-----