-----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, MrEbWDYiznKGQRryYfYMKhuZtMGgM28qLFS7GVNpmafk+ERT17s0/dlcZ/mVgYpn T3FMbWyWxT84jMN26x1MVQ== 0000755933-06-000041.txt : 20061017 0000755933-06-000041.hdr.sgml : 20061017 20061017163207 ACCESSION NUMBER: 0000755933-06-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061016 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061017 DATE AS OF CHANGE: 20061017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP /NJ/ CENTRAL INDEX KEY: 0000755933 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222553159 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10518 FILM NUMBER: 061148965 BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: ATTN INTERCHANGE STATE BANK CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2017032265 MAIL ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGER STATE BANK DATE OF NAME CHANGE: 19870416 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19861209 8-K 1 dividendoct2006.txt DIVIDEND RELEASE 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): October 16, 2006 INTERCHANGE FINANCIAL SERVICES CORPORATION ------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 1-10518 22-2553159 ---------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Park 80 West/Plaza Two, Saddlebrook, NJ 07663 --------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 703-2265 Not Applicable -------------- (Former name or former address, if changed since last report.) 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 7.01. Regulation FD Disclosure On October 17, 2006, Interchange Financial Services Corporation ("Interchange") issued a press release announcing the declaration of a quarterly cash dividend. A copy of that release is furnished as Exhibit 99.1 to this Report. The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Item 8.01 Other Events On October 16, 2006, TD Banknorth Inc. and Interchange issued a joint press release announcing the approval by the Interchange shareholders of the merger agreement previously signed on April 13, 2006. A copy of that release is furnished as Exhibit 99.2 to this Report. Item 9.01. Exhibits (d) Exhibits. 99.1 Press Release dated October 17, 2006. 99.2 Press Release dated October 16, 2006. 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. Date: October 17, 2006 Interchange Financial Services Corporation By: /s/ Charles T. Field ---------------------- Name: Charles T. Field Title: SVP & Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release dated October 17, 2006. 99.2 Press Release dated October 16, 2006. EX-99 2 dividendrelease4q06.txt PRESS RELEASE FOR DIVIDENT [Logo Omitted] October 17, 2006 09:15 AM US Eastern Time Interchange Financial Services Declares Quarterly Dividend SADDLE BROOK, N.J.--(BUSINESS WIRE)-- On October 16, 2006, Interchange Financial Services Corporation (NASDAQ:IFCJ), the holding company for Interchange Bank, declared a quarterly cash dividend of $0.10 per common share payable on November 7, 2006, to holders of record as of October 30, 2006. This dividend represents $0.40 per share on an annualized basis. Based upon the stock's $22.80 closing price as quoted on October 16, 2006, the yield is 1.75%. About Interchange Headquartered in Saddle Brook, N.J., Interchange Bank is New Jersey's largest independent bank serving Bergen and Essex Counties, and a wholly owned subsidiary of Interchange Financial Services Corp. (NASDAQ:IFCJ). With $1.6 billion in assets and 30 branches, Interchange Bank offers innovative financial products and services to businesses and retail customers. For additional information, please visit the company's Web site at www.interchangebank.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Interchange Financial's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year. Contacts Interchange Financial Services Charles Field, 201.703.2265 EX-99 3 approvalpressrelease.txt APPROVAL OF MERGER PRESS RELEASE [Logo Omitted] October 16, 2006 04:16 PM Eastern Time Interchange Shareholders Overwhelmingly Approve Merger PORTLAND, Maine--(BUSINESS WIRE)-- o Over 96% of Votes Cast In Favor of Transaction by Interchange Financial Services Corporation Shareholders TD Banknorth Inc. ("TD Banknorth")(NYSE: BNK) and Interchange Financial Services Corporation ("Interchange")(NASDAQ: IFCJ) announced today that at its annual meeting held today Interchange shareholders overwhelmingly voted to approve the merger agreement between TD Banknorth and Interchange. More than 96% of the votes cast were voted in favor of the transaction. TD Banknorth also announced that it has received all regulatory approvals related to the transaction which is anticipated to close early in the first quarter of 2007 with a systems integration to follow shortly thereafter. "We look forward to welcoming Interchange's customers to the TD Banknorth family as we continue our growth in the New Jersey area," said William J. Ryan, TD Banknorth's Chairman and Chief Executive Officer. "We are excited about joining TD Banknorth," said Anthony Abbate, Interchange's President and Chief Executive Officer. "The transaction rewards our shareholders while bringing our customers and communities a greater array of products and services." About TD Banknorth Inc. TD Banknorth Inc. is a leading banking and financial services company headquartered in Portland, Maine, and a majority-owned subsidiary of TD Bank Financial Group. At June 30, 2006, TD Banknorth had over $40 billion of total consolidated assets and provided financial services to more than 1.5 million households in the Northeast. TD Banknorth's banking subsidiary, TD Banknorth, N.A., operates banking divisions in Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania and Vermont. TD Banknorth and TD Banknorth, N.A., also operate subsidiaries and divisions in insurance, wealth management, merchant services, mortgage banking, government banking, private label credit cards, insurance premium financing and other financial services, and offers investment products in association with PrimeVest Financial Services, Inc. The TD Banknorth common stock trades on the New York Stock Exchange under the symbol "BNK". For more information, visit http://www.TDBanknorth.com. About Interchange Headquartered in Saddle Brook, N.J., Interchange Bank is New Jersey's largest independent bank serving Bergen and Essex Counties, and a wholly owned subsidiary of Interchange Financial Services Corp. (NASDAQ:IFCJ). With $1.6 billion in assets and 30 branches, Interchange Bank offers innovative financial products and services to businesses and retail customers. For additional information, please visit the company's Web site at www.interchangebank.com. Forward-looking Information This press release contains forward-looking statements regarding TD Banknorth's acquisition of Interchange. Words such as "expect", "feel", "believe", "will", "may", "anticipate", "plan", "estimate", "intend", "should" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated synergies from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of TD Banknorth and Interchange are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which TD Banknorth will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which TD Banknorth would be engaged; or (8) factors which would result in a condition to the transaction not being met. Neither TD Banknorth nor Interchange undertakes any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. TD Banknorth Inc. Jeffrey Nathanson, (207) 761-8517 or Interchange Financial Services Corporation Anthony Abbate, (201) 703-2265, x2500 or Anthony Labozzetta, (201) 703-2265 x2610 -----END PRIVACY-ENHANCED MESSAGE-----