0000943374-14-000026.txt : 20140115 0000943374-14-000026.hdr.sgml : 20140115 20140114174904 ACCESSION NUMBER: 0000943374-14-000026 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140115 DATE AS OF CHANGE: 20140114 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34096 FILM NUMBER: 14528234 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 FILED BY: 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: 425 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 425 1 form8-k_11414.htm BRIDGE BANCORP, INC. FORM 8-K form8-k_11414.htm
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):  January 14, 2014
 



BRIDGE BANCORP, INC.
(Exact name of the registrant as specified in its charter)



New York
001-34096
11-2934195
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
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)


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):

X
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 January 14, 2014, Bridge Bancorp, Inc. (the “Company”) issued a press release announcing that the Company had received all regulatory approvals for the Company’s proposed acquisition of FNBNY Bancorp, Inc.  Additionally, the Company announced that the FNBNY Bancorp shareholder meeting date is February 12, 2014 and the parties intend to close the merger on February 14, 2014.

A copy of the press release is filed as Exhibit 99.1 hereto 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 99.1                      Press Release dated January 14, 2014
 

 
 
 
 

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: January 15, 2014



 EX-99.1 2 pressrelease_11414.htm FORM 8-K PRESS RELEASE pressrelease_11414.htm





 
BRIDGE BANCORP, INC. CONTACT
FNBNY BANCORP, INC. CONTACT
Kevin M. O’Connor                                                                                            John F. Stewart
President & CEO                                                                                               Chief Executive Officer
(631) 537-1000                                                                                                   (631) 348-6999

FOR IMMEDIATE RELEASE

BRIDGE BANCORP, INC.
ANNOUNCES REGULATORY APPROVALS TO ACQUIRE FNBNY BANCORP; FNBNY SHAREHOLDER MEETING DATE SET

 
BRIDGEHAMPTON AND MELVILLE, NY, JANUARY 14, 2014 --  Bridge Bancorp, Inc. (NASDAQ: BDGE), the parent company of The Bridgehampton National Bank (BNB), announced today all regulatory approvals have been received in connection with the acquisition of FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively “FNBNY”). In addition, FNBNY will hold a special meeting of shareholders on February 12, 2014 to obtain shareholder approval of the acquisition.  Shareholders representing a majority of the FNBNY voting shares previously have entered into voting agreements to approve the acquisition, and the transaction is expected to close on Friday, February 14, 2014.
 
“I am pleased to announce we have received all regulatory approvals in less than four months from the September 2013 announcement of the merger agreement.  This outcome reflects the diligence and cooperation among the respective Boards of Directors, management teams, and regulatory agencies,” noted Kevin M. O’Connor, President and CEO of Bridge Bancorp.  “We have been simultaneously working on the integration process and plan on converting FNBNY onto our core banking platform immediately following the closing,” commented Mr. O’Connor.
 
About Bridge Bancorp, Inc.
 
Bridge Bancorp, Inc. is a one 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 $1.7 billion, and a primary market area of Suffolk County, Long Island, operates 23 retail branch locations. The combined institution will have over $2.0 billion in assets, $1.7 billion in deposits and 26 branches serving Long Island. Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through the Bank’s wholly owned subsidiary, Bridge Abstract. Bridge Investment Services offers financial planning and investment consultation.  For more information visit www.bridgenb.com
 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  In addition to those risk factors listed in Bridge Bancorp’s Annual Report on Form 10-K, the following factors could cause the actual results of Bridge Bancorp’s operations to differ materially from Bridge Bancorp’s expectations: a failure to satisfy the conditions to closing for the proposed merger in a timely manner or at all; disruption to the parties’ businesses as  a result of the announcement and pendency of the transaction; and difficulties related to the integration of  the businesses following the merger.  Bridge Bancorp does not assume any duty to update forward-looking statements.
 
Bridge Bancorp has filed a registration statement on Form S-4 containing a proxy statement-prospectus and other documents regarding the proposed transaction with the SEC.  FNBNY shareholders and investors are urged to read the proxy statement-prospectus as it contains important information about Bridge Bancorp and FNBNY. Copies of the proxy statement-prospectus have been mailed to FNBNY shareholders and may also may be obtained free of charge at the SEC’s web site at http://www.sec.gov, or by directing a request to Bridge Bancorp, Inc., Attention: Corporate Secretary, 2200 Montauk Highway, Bridgehampton, New York, 11932, or on its website at www.bridgenb.com.