-----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, C/gsuGsTV0BhQcoRbBu0y1E2yAGW1BR7MN6uZgSs36FPLEEf6BEUN0VcU2s5j8Xh N1zmGeMkptXcVhbB1vPAzA== 0000943374-09-001575.txt : 20091207 0000943374-09-001575.hdr.sgml : 20091207 20091207173022 ACCESSION NUMBER: 0000943374-09-001575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091204 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091207 DATE AS OF CHANGE: 20091207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGE BANCORP INC CENTRAL INDEX KEY: 0000846617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 112934195 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34096 FILM NUMBER: 091226896 BUSINESS ADDRESS: STREET 1: 2200 MONTAUK HGWAY CITY: BRIDGEHAMPTON STATE: NY ZIP: 11932 BUSINESS PHONE: 6315371000 MAIL ADDRESS: STREET 1: PO BOX 3005 CITY: BRIDGEHAMPTON STATE: NY ZIP: 11932 8-K 1 form8k_120709.txt FORM 8-K 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): December 4, 2009 _________________ BRIDGE BANCORP, INC. (Exact name of the registrant as specified in its charter) _________________ New York 001-34096 11-2934195 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 2200 Montauk Highway Bridgehampton, New York 11932 (Address of principal executive offices) (Zip Code) (631) 537-1000 (Registrant's telephone number) N/A (Former name or former address, if changed since last report) [OBJECT OMITTED] 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-4c) Item 8.01. Other Events. On December 4, 2009, Bridge Bancorp, Inc. (the "Company") completed the private placement of an additional $7,000,000 in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the "TPS"), through its subsidiary, Bridge Statutory Capital Trust II, a wholly-owned Delaware statutory trust (the "Trust"). Together with the sale of $9,000,000 of TPS that was completed on October 23, 2009, the Company sold an aggregate of $16,000,000 of TPS. The net proceeds will be used for general corporate purposes, primarily to provide additional capital to the Company's primary operating subsidiary, The Bridgehampton National Bank. The original trust documents relating to the TPS were amended to allow the Trust to issue up to $16,000,000 aggregate liquidation amount of the TPS, instead of the $15,000,000 previously anticipated. The TPS were offered and sold in reliance upon the exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). The TPS were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The TPS mature in 30 years, and carry a fixed distribution rate of 8.50%. The TPS have a liquidation amount of $1,000 per security. The Company has the right to redeem the TPS at par (plus any accrued but unpaid distributions) at any time after September 30, 2014. Holders of the TPS may convert the TPS into shares of the Company's common stock at a conversion price equal to $31.00 per share, which represents 125% of the of the average closing price of the Company's common stock over the 20 trading days ended on October 14, 2009. Each $1,000 in liquidation amount of the TPS is convertible into 32.2581 shares of the Company's common stock. The Company has guaranteed the distributions on, and amounts payable upon liquidation or redemption of, the TPS on a subordinated basis to the extent that the Trust has funds available to make such payments but fails to do so. In connection with the issuance by the Trust of the TPS, the Company issued junior subordinated debentures (the "Debentures") in the aggregate amount of $7,000,700 to the Trust, bringing the total Debentures issued by the Company to $16,001,600. The Debentures bear interest at fixed rate equal to 8.50% and the terms are otherwise the same as the terms of the TPS. For additional information concerning the TPS, the Debentures and the guarantee, please refer to the Indenture, dated as of October 23, 2009, by and between the Company and Wilmington Trust Company, as Indenture Trustee; the form of Junior Subordinated Debenture; the Amended and Restated Trust Agreement, dated as of October 23, 2009, by and among the Company, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the administrative trustees named therein; the form of Preferred Securities Certificate; the Convertible Preferred Securities Guarantee Agreement, dated as of October 23, 2009, by and between the Company and Wilmington Trust Company, as Guarantee Trustee; and the Agreement as to Expenses and Liabilities, dated as of October 23, 2009, by and between the Company and the Trust, filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, to the Company's Current Report on Form 8-K filed on October 26, 2009. On December 7, 2009, the Company issued a press release announcing the completion of the private placement of the additional $7,000,000 aggregate liquidation amount of the TPS. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. Exhibit No. Description - ----------- ------------- 99.1 Press Release Dated December 7, 2009, announcing completion of private placement of 8.50% Cumulative Convertible Trust Preferred Securities. 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. Bridge Bancorp, Inc. (Registrant) /s/ Kevin M. O'Connor Kevin M. O'Connor President and Chief Executive Officer Dated: December 7, 2009 EX-99 2 pr_120709.txt PRESS RELEASE Press Release FOR IMMEDIATE RELEASE Contact: Howard H. Nolan Bridge Bancorp, Inc. Senior Executive Vice President Chief Financial Officer (631) 537-1001, ext. 7255 BRIDGE BANCORP, INC. REPORTS COMPLETION OF TRUST PREFERRED OFFERING NEW CAPITAL WILL ENHANCE LENDING Bridgehampton, NY - December 7, 2009 Bridge Bancorp, Inc. (NASDAQ:BDGE), the parent company of The Bridgehampton National Bank, today announced the successful completion of a private placement of Convertible Trust Preferred Securities by Bridge Statutory Capital Trust II, a wholly owned subsidiary of Bridge Bancorp. The issuance totaled $16 million, inclusive of the initial $9 million placed in October of this year. The private placement, originally disclosed at $15 million, was increased by $1 million to allow additional investors to participate. Investors participating in this community based placement included existing shareholders, customers and members of the Board and management, "The success of the placement reflects, in many ways, the benefits of the relationship that exists between a true community bank and its various constituents," commented Kevin M. O'Connor, the President and CEO of Bridge Bancorp, Inc. "The additional capital improves our already strong company, enhancing our ability to make qualified loans to local businesses and continue our branch expansion. We, like many, believe economic recovery occurs through the growth of small and medium size businesses, working in partnership with local community banks. Our historic performance, increased financial strength and true community focus provides great opportunities for Bridgehampton National Bank," O'Connor concluded. The Convertible Trust Preferred Securities have a par value of $1,000 per share, and are entitled to receive an annual 8.50% distribution, payable quarterly. The trust preferred securities shares are convertible into our common stock, at an effective conversion price of $31 per share. The securities mature in 30 years, but are callable by the Company at par, in five years. Consistent with regulatory requirements, the quarterly distributions may be deferred for up to 5 years, and are cumulative. The sale of the trust preferred securities have not been registered under the Securities Act of 1933 and may not be sold in the United States absent registration or an applicable exemption from registration. -more- About Bridge Bancorp, Inc. Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, The Bridgehampton National Bank. Established in 1910, the Bank, with assets of approximately $850 million, and a primary market area of the North and South Forks of Eastern Long Island, extending westward into Suffolk County, operates 15 retail branch locations. Through this network and electronic delivery channels, the Bank provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through the subsidiary, Bridge Abstract, and investments through Bridge Investment Services. The Bridgehampton National Bank has a rich tradition of involvement in the community by supporting programs and initiatives that promote local business, the environment, education, healthcare, social services and the arts. This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management of the Company. Words such as "expects, " "believes," "should," "plans," "anticipates," "will," "potential," "could," "intend," "may," "outlook," "predict," "project," "would," "estimated," "assumes," "likely," "enhance" and variation of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, expected or anticipated revenue, and results of operations and business of the Company, including earnings growth; revenue growth in retail banking lending and other areas; origination volume in the Company's consumer, commercial and other lending businesses; current and future capital management programs; expense levels; and other business operations and strategies. For this presentation, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA. Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial services; competition; changes in the quality and composition of the Bank's loan and investment portfolios; changes in management's business strategies; changes in accounting principles, policies or guidelines, changes in real estate values and other factors discussed elsewhere in this report, and in other reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. #### -----END PRIVACY-ENHANCED MESSAGE-----