Mail Stop 4569
December 9, 2005
Mr. Barry B. Davall
President and Chief Executive Officer
Community Partners Bancorp
1250 Highway 35 South
Middletown NJ 07748
By U.S. Mail and facsimile to (973) 966-6300
Re: Community Partners Bancorp
Form S-4
Filed November 10, 2005
File No. 333-129638
Dear Mr. Davall:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form S-4
Outside Front Cover Page of the Prospectus
1. Disclose here and in the summary that Town Bank shareholders
will
not know their exchange ratio when they vote.
2. Disclose here and in the summary the voting agreement with Town
Bank directors to vote their 34% ownership interest in favor of
the
acquisition
3. Disclose that insiders own 20% of the Two River Bank stock and
intend to vote in favor of the acquisition
4. Disclose the right of the parties to terminate the acquisition
if
10% of shareholders dissent.
Summary, page 4
5. Briefly state how shareholder rights materially change or
diminish.
Determination of the Acquisition Consideration, page 5
6. Expand to be more specific about how you determined the price.
For
example, briefly discuss what it was about the "relative assets,
earnings, capitalization and the financial, operating and market
positions of the banks" that led to the determination of the
exchange
ratios.
Interests of Directors and Executive Officers in the Acquisition,
page 7
7. Change the heading to specify that the interests are financial.
8. Quantify here and in the main section the compensation payable
as
a result of the change in control, supplemental executive
retirement,
severance and employment agreements and the board positions.
Tax Consequences, page 8
9. Please change the heading to state the tax free nature of the
stock exchange.
Comparative Per Share Financial Information ..., page 16
10. Either in the headnote or in a footnote briefly explain why
there
is an increase in pro forma equivalent book value per share for
both
companies.
The Acquisition, page 24
11. In the third paragraph on page 25, clarify how the $20 per
Town
Bank share was determined as an approximate value in the proposed
acquisition.
12. Here or in another appropriate section, discuss and quantify
the
anticipated operating efficiencies, revenue enhancements,
synergies
and cost savings of the acquisition or state that neither company
has
quantified these potential savings and enhancements. Also clarify
when the savings will be realized. If the parties or their
representatives have projected the areas of savings, disclose the
areas. If the parties anticipate that job cuts will produce a
material portion of the savings, disclose the estimated number of
job
cuts. Please make corresponding disclosure in the summary.
13. Please disclose all material nonpublic information, including
projections, forward-looking financial information and forecasts
that
crossed over, directly or indirectly, between the parties or any
of
their representatives or agents. We note the statements made in
the
summaries of the advisors` opinions that they received such
information from the other party. We also note the statements that
this information was not intended to be made public. Disclose the
underlying assumptions and appropriate qualifications.
Opinion of Two River`s Financial Advisor, page 26
Opinion of Town Bank`s Financial Advisor, page 35
14. Please clarify whether all material portions of the analysis
are
summarized. We note item (xiii) on page 28 and item (i) on page
36.
15. Expand to state the specific conclusions reached by the
advisor
in each analyses.
16. Please disclose that each advisor has reviewed and consented
to
the use of its opinion in the registration statement. In this
regard,
the advisor should amend his opinion included as Annex D to
clarify
that it consents to the inclusion of its opinion and its summary
in
the registration statement and prospectus.
17. Please provide the advisors` board books and copies of any
other
materials provided or made available to directors in connection
with
approving the acquisition.
18. At the bottom of page 33 and top of page 40, expand to
quantify
the accretion and dilution.
Interests of Certain Town Bank Directors and Executive Officers
....,
page 44
19. Paragraph two notes that the agreement expires on December 31,
2005 which will be before the acquisition. Please explain the
relevance to the transaction.
Allowance for Loan Losses, page 104
20. Here or elsewhere at another logical place, please consider
including the ratio of the allowance for loan losses to non-
performing loans.
Bank-Owned Life Insurance, page 106
21. Please expand the second sentence to clarify what the employee
benefit expenses are.
Business of Two River, page 112
Business of Town Bank, page 140
22. For each loan type discussed on pages 113 and 141, quantify it
as
a percentage of total loans. We note that the loan categories in
the
MD&A charts vary slightly from the narrative on pages 113 and 141.
23. Please consider expanding the description of your market area
to
identify the major employers and to include demographic
information
concerning age, income and population growth.
24. Please disclose the associated risks with the loan types
discussed on pages 113 and 114.
Exhibit 8.1
25. We note that the tax opinion is furnished "solely" to
Community
Partners Bancorp. Please remove the word "solely" or otherwise
clarify that shareholders voting on the acquisition may rely on
the
opinion.
* * * * * * * * * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company and each filing person
acknowledging that:
* the company or filing person is responsible for the adequacy and
accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company or filing person may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Matthew Komar at (202) 551-3781 or Joyce A.
Sweeney at 202-551-3449 if you have questions regarding comments
on
the financial statements and related matters. Please contact
either
Jessica Livingston at (202) 551-3448 or me at (202) 551-3418 with
any
other questions
Sincerely,
William Friar
Senior Financial Analyst
cc: Michael W. Zelenty
Pitney Hardin LLP
P.O. Box 1945
Morristown, NJ 07962-1945
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Mr. Barry B. Davall
Community Partners Bancorp
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