425

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 15, 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 7.01.       Regulation FD Disclosure

A Bridge Bancorp, Inc. (“Bridge Bancorp”) investor presentation relating to the transaction discussed in Item 8.01 of this Current Report on Form 8-K is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01        Other Events

On December 15, 2014, Bridge Bancorp, the parent company of Bridgehampton National Bank, and Community National Bank jointly announced the signing of an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which Bridge Bancorp will acquire, in an all-stock merger, Community National Bank.  Under the terms of the Merger Agreement, shareholders of Community National Bank will receive 0.79 shares of Bridge Bancorp for each share of Community National Bank. The press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.  Bridge Bancorp will file a copy of the Merger Agreement as an exhibit to a separate Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit 99.1	Press Release dated December 15, 2014
Exhibit 99.2	Bridge Bancorp, Inc. Investor Presentation dated December 15, 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:  December 15, 2014

EX-99.1

Exhibit 99.1

BRIDGE BANCORP, INC. CONTACT	COMMUNITY NATIONAL BANK CONTACT
Kevin M. O’Connor	Stuart H. Lubow
President & CEO	President & CEO
(631) 537-1000	(516) 498-9111

FOR IMMEDIATE RELEASE

BRIDGE BANCORP, INC.

ANNOUNCES AGREEMENT TO ACQUIRE COMMUNITY NATIONAL BANK

BRIDGEHAMPTON AND MELVILLE, NY, DECEMBER 15, 2014 (GLOBE NEWSWIRE) --Bridge Bancorp, Inc. (NASDAQ: BDGE), the parent company of Bridgehampton National Bank, and Community National Bank (OTC: CBNY) jointly announced today the signing of a definitive agreement pursuant to which Bridge Bancorp, Inc. (“Bridge Bancorp”) will acquire, in an all-stock merger, Community National Bank.

Under the terms of the agreement, shareholders of Community National Bank will receive 0.79 shares of Bridge Bancorp for each share of Community National Bank.  Based on Bridge Bancorp’s closing stock price on December 12, 2014 of $25.35, the transaction implies a per share value of $20.03 and an aggregate estimated value of $141 million.

Community National Bank currently operates 11 branches in Nassau, Suffolk, Queens and Manhattan Counties with total assets of $945 million, including $750 million in loans, funded by deposits of $826 million.  The combined institution will have $3.2 billion in assets, $2.6 billion in deposits and 40 branches serving Long Island and the greater New York metropolitan area.

“We are excited to announce the acquisition of Community National Bank which continues our expansion into Nassau County and New York City in a meaningful way,” said Kevin M. O’Connor, President and CEO of Bridge Bancorp.  “Community National Bank’s strong commercial banking expertise and presence in rich lending markets will accelerate our growth and enhance profitability – our combined institutions will be one of the largest community banks operating on Long Island.”

Stuart H. Lubow, President and CEO of Community National Bank, commented, “We look forward to combining our business with Bridgehampton National Bank.  The merger will allow us to offer broader and enhanced services to our customers.  Furthermore, Bridge’s culture and community focus is consistent with our own and we are confident this merger will benefit the customers of both institutions.”

Bridge Bancorp expects the transaction to be accretive to earnings per share in 2015, excluding estimated merger costs, and approximately 10% accretive to earnings starting in 2016.  Bridge Bancorp estimates 6% dilution to tangible book value per share with tangible book value earnback in 3 years.

Effective at the closing of the transaction, Bridge Bancorp will appoint two directors from Community National Bank to join the Board of Directors of the combined company.

The transaction has been approved by the Board of Directors of each company and is expected to close in the second quarter of 2015. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Bridge Bancorp and Community National Bank shareholders.

RBC Capital Markets, LLC acted as lead financial advisor to Bridge Bancorp and rendered a fairness opinion to the Board of Directors of Bridge Bancorp in connection with the transaction. Sandler O’Neill & Partners, L.P. also rendered a fairness opinion to Bridge Bancorp’s Board of Directors. Luse Gorman Pomerenk & Schick, P.C. acted as its legal advisor.  Raymond James & Associates, Inc. acted as financial advisor to Community National Bank and Day Pitney LLP acted as its legal advisor.

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 (“BNB”). Established in 1910, BNB, with assets of approximately $2.2 billion, and a primary market area of Suffolk and Southern Nassau Counties, Long Island, operates 29 retail branch locations and two loan production offices; one in Manhattan, and one in Riverhead, New York. Through its branch network and its electronic delivery channels, BNB provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB’s wholly owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc. offers financial planning and investment consultation.  For more information visit www.bridgenb.com

About Community National Bank

Community National Bank (“CNB”) is a Long Island based independent commercial bank and operates eleven locations in Nassau, Suffolk, Queens and Manhattan Counties. CNB offers a full range of modern financial services, backed by state-of-the-art technology. In addition to commercial loans, commercial mortgages, small business loans and lines of credit and residential mortgages, CNB also provides a complete selection of traditional personal and commercial deposit products such as no fee individual and business checking accounts, IRA accounts and statement savings.

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; failure of either party’s stockholders to approve the proposed transaction; failure to obtain the necessary governmental approvals for the proposed merger or adverse regulatory conditions in connection with such approvals; 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 will be filing a registration statement on Form S-4 containing a proxy statement/prospectus and other documents regarding the proposed transaction with the SEC.  Community National Bank stockholders and investors are urged to read the prospectus when it becomes available, because it will contain important information about Bridge Bancorp and Community National Bank. When available, copies of the prospectus will be mailed to Community National Bank stockholders.  When available, copies of the prospectus also may be obtained free of charge at the SEC’s website 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.

Bridge Bancorp, Inc. and Community National Bank and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Bridge Bancorp, Inc. and Community National Bank in connection with the proposed transaction. Information about the directors and executive officers of Bridge Bancorp, Inc. is set forth in the proxy statement, dated April 2, 2014, for the Bridge Bancorp, Inc. 2014 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Information about the directors and executive officers of Community National Bank and additional information about the interests of directors and executive officers of Bridge Bancorp, Inc. and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus included in the Form S-4 when it becomes available.

EX-99.2

Exhibit 99.2

December 15, 2014 acquisition of Strengthening Presence in Nassau County

Forward Looking Statements This presentation may contain forward-looking statements regarding Bridge Bancorp, Inc. These statements constitute forward-looking information within the definition of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from any forward-looking statements expressed in this presentation, since forward-looking information involves significant known and unknown risks, uncertainties and other factors. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following: failure to satisfy the conditions to closing for the proposed merger in a timely manner or at all; failure of either party’s stockholders to approve the proposed transaction; failure to obtain the necessary governmental approvals for the proposed merger or adverse regulatory conditions in connection with such approvals; disruption to the parties’ businesses as a result of the announcement and pendency of the transaction; difficulties related to the integration of the businesses following the merger; competitive pressures among depository and other financial institutions; changes in the interest rate environment; and changes in general economic conditions, either nationally or regionally. For a discussion of additional factors that might cause such differences, please refer to Bridge Bancorp, Inc.’s public filings with the Securities and Exchange Commission. These are available online at http://www.sec.gov. Bridge Bancorp, Inc. does not undertake to update any forward-looking statements made in this presentation to reflect new information, future events or otherwise. Bridge Bancorp, Inc. will be filing a registration statement on Form S-4 containing a proxy statement/prospectus and other documents regarding the proposed transaction with the SEC. Community National Bank stockholders and investors are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about Bridge Bancorp, Inc. and Community National Bank and the proposed transaction. When available, copies of the proxy statement/prospectus will be mailed to Community National Bank stockholders. Copies of the proxy statement/prospectus 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, P.O Box 3005, Bridgehampton, NY 11932, or on its website at www.bridgenb.com, or to Community National Bank, Attention: Corporate Secretary, 400 Broadhollow Road, Suite 305, Melville NY 11747, or on its website at www.cnbny.com. Copies of other documents filed by Bridge Bancorp, Inc. with the SEC may also be obtained free of charge at the SEC’s website or by directing a request to Bridge Bancorp, Inc. at the address provided above. Bridge Bancorp, Inc. and Community National Bank and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Bridge Bancorp, Inc. and Community National Bank in connection with the proposed transaction. Information about the directors and executive officers of Bridge Bancorp, Inc. is set forth in the proxy statement, dated April 2, 2014, for the Bridge Bancorp, Inc. 2014 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Information about the directors and executive officers of Community National Bank and additional information about the interests of directors and executive officers of Bridge Bancorp, Inc. and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus included in the Form S-4 when it becomes available. This presentation does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. 2

3 Transaction Highlights Strategic Rationale Combination creates the #1 community bank headquartered on Long Island with $3.2 billion in assets Top 5 deposit market share 1 with combined 40 branch network Complements FNBNY Bancorp acquisition completed in February 2014 Continued geographic expansion into the highly attractive markets of Nassau County, Queens County and Manhattan Increased size and scale of pro forma company enhances operating leverage and profitability Bridge Bancorp’s excess liquidity and higher lending limits to provide additional growth potential About CNB Community National Bank is a well-run, conservatively managed commercial bank: 11 branches (7 Nassau, 2 Suffolk, 1 Queens, 1 New York) Diversified loan portfolio with 22% in C&I and 41% in commercial real estate Lending team has strong commercial relationships in Long Island and Manhattan; since 12/31/12, CNB has grown loans 46% while maintaining excellent asset quality 27% of deposits are non-interest bearing Nonperforming assets / assets: 0.21% Financial Impact 6% EPS accretive in 2015*, 10% accretive starting in 2016 Tangible book value dilution of 6% with projected earnback in 3 years 15%+ internal rate of return (1) Long Island market share among community banks. * Based on six months earnings excluding restructuring charges.

4 Continued Expansion Westward Source: SNL Financial and company reports. Deposit data as of June 2014. (1) Long Island includes Nassau and Suffolk Counties. Regional banks excludes banks with assets greater than $250 billion. Bridge Bancorp (29) Community National (11) Combined, Bridge Bancorp will be the largest community commercial bank headquartered in Long Island and the 5th largest bank among regional and community banks 1 In addition to Long Island, Bridge Bancorp will have one branch in Queens and Manhattan Suffolk Nassau Queens Brooklyn Bronx Bergen Rockland Westchester

5 Transaction Overview (1) Based on BDGE closing price of $25.35 on December 12, 2014. Merger Consideration: Fixed exchange ratio of 0.79 Bridge Bancorp shares for each Community National share 100% stock Aggregate deal value of $141 million or $20.03 per share 1 Pro Forma Ownership: 68% Bridge Bancorp / 32% Community National Bank Bank Merger: Community National Bank to merge into Bridgehampton National Bank Board Representation: Combined board will include 2 directors from Community National Bank Required Approvals: Bridge Bancorp and Community National Bank shareholder approval Customary regulatory approvals Termination Fee and Walkaway Provision: $5 million termination fee Double trigger walkaway provision (17.5% decline in both BDGE stock and relative to the NASDAQ Bank Index) Expected Closing: Second quarter of 2015

($ in millions) Balance Sheet Assets Loans Deposits Loans / Assets Loans / Deposits $2,216 $1,244 $1,803 56% 69% $945 $750 $826 79% 91% $3,161 $1,994 $2,629 63% 76% Profitability Ratios 1 Return on Assets Return on Tang. Equity Net Interest Margin Efficiency Ratio 0.89% 11.7% 3.45% 60% 0.56% 6.9% 3.54% 68% 1.1% 2 15% 2 3.46% 57% 3 Capital & Asset Quality 4 Tangible Common Ratio Leverage Ratio NPAs / Assets Reserves / NPAs 7.4% 8.6% 0.13% 606% 8.1% 8.4% 0.21% 541% 7.3% 5 8.2% 5 0.15% 579% Combined Franchise Combined Source: Company reports and SNL Financial. (1) Based on most recent quarter annualized. (2) Based on estimates for 2016 with full realization of cost savings. (3) Based on most recent quarter adjusted for full realization of cost savings. (4) NPAs exclude restructured loans; pro forma excludes impact of merger adjustments. (5) Estimate at closing. 6

7 Financial Impact (1) Based on crossover method. (2) Based on BDGE closing price of $25.35 on December 12, 2014. (3) Represents average of Northeast & Mid Atlantic deals over the last twelve months with target assets between $500mm - $4bn, NPAs / Assets < 3%, and TE / TA < 12%. P/E multiple for peers based on last quarter annualized. Financial Impact 10% EPS accretion in 2016 (first full year); 6% EPS accretion in 2015 (based on 6 months of earnings and excluding non-recurring deal related expenses) TBV per share dilution of 6% at closing with earnback of 3 years 1 IRR of 15%+ Pro forma TCE/TA at close: 7.3% Key Assumptions Cost savings of approximately 35% or $8.5 million based on CNB’s core noninterest expense base of $24 million Gross loan mark of $11 million approximately equal to allowance (1.5% of loans or over 500% of nonaccrual loans) After-tax restructuring charge of $12 million CDI of $9 million, representing 1.5% of core deposits amortized over 10 years (SYD) Revenue synergies identified but excluded from financial analysis Pricing Metrics 2 Adjusted for 35% Precedent Cost Savings Transactions 3 Price / Tangible Book Value: 1.75x - 2.05x Price / 2015E Net Income: 22.3x 11.7x 21.8x Core Deposit Premium: 10.4% - 12.4%

8 Loan and Deposit Composition Source: SNL Financial and company reports. Financials based on regulatory data as of, or for the quarter ending, 9/30/2014. Does not include pro forma adjustments. Loan Composition Deposit Composition $1,244 million $750 million $1,994 million Yield: 4.90% Yield: 4.49% Yield: 4.75% Loans / Deposits: 69% Loans / Deposits: 91% Loans / Deposits: 76% Bridge Bancorp Community National Bank Combined Bridge Bancorp Community National Bank Combined $1,803 million $826 million $2,629 million Cost: 0.25% Cost: 0.54% Cost: 0.34%

9 Summary Creates the largest community commercial bank on Long Island and accelerates growth westward into Nassau County, Queens County, and Manhattan Increased size and scale will translate into operating leverage and enhanced financial returns Highly attractive pro forma loan and deposit mix positions Bridge Bancorp to be the dominant commercial bank in the Long Island market Financially attractive transaction with 10% EPS accretion, 6% TBV dilution with 3 year earnback, and IRR greater than 15% Strong internal capital generation to drive future growth

Population Density 1 Businesses per Square Mile 10 Favorable Long Island Demographics Source: SNL Financial and Nielsen estimates for 2014. (1) Population density calculated as number of people per square mile. (2) Data as of September 2014. Median Household Income Unemployment Rate 2

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