July 18, 2005
Mail-Stop 4561
Via facsimile and U.S. Mail
Mr. Fred G. Kowal
President and Chief Operating Officer
American Bancorp of New Jersey, Inc.
365 Broad Street
Bloomfield, New Jersey 07003
Re: American Bancorp of New Jersey, Inc.
Form S-1 and the related Preliminary Proxy
Statement
File No. 333-125957
Filed June 20, 2005
Dear Mr. Kowal:
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Form S-1
Prospectus Cover Page
1. Revise the "(w)e are offering ..." paragraph on the cover page
to
state that subscribers will be either resolicited if the offering
is
extended beyond the 2005 date or the monies will be promptly
refunded.
Prospectus Summary
Tax Effects of Conversion - page 5
2. Revise the first sentence to start with, "We have received tax
opinions that indicate (as a general matter ....)".
How to Purchase Stock in the Offering - page 8
3. Revise the first paragraph to briefly discuss what is being
certified.
Our Use of the Proceeds Raised from the Sale of Stock - page 9
4. Revise the first paragraph to add a range of dollar amounts for
the ESOP purchases.
Risk Factors - page 13
5. Revise the second risk on page 13 to indicate the anticipated
costs to open a de novo branch and any anticipated costs to
establish
the new operations center. State approximately how many branches
you
expect to open and any tentative schedule. Include similar
disclosure in the use of proceeds section.
6. Revise the last risk on page 14 to indicate that based on the
$10
offering price and assuming all stock issuable under the plans are
issued, the approximate value of the stock under the Plans
approximates $18 million dollars.
7. Revise to add a risk factor for changes in shareholder rights,
such as, our new organizational structure will result in changes
in
shareholder rights for existing holders and briefly describe
therein
the material changes in those rights.
8. Include a risk factor which discusses increased expenses
resulting
from the expansion of the branch network and increased loan
production.
Use of Proceeds - page 16
9. Revise the first full paragraph on page 17 (immediately below
the
table) to briefly discuss the current and anticipated operations
of
the holding company and the dollar amount available for dividends
as
of the most recent practicable date.
The Conversion - page 104
10. Revise to add a subsection titled, "Pricing Characteristics
and
After-Market Trends" and include therein information similar to
pages
4.15 and 4.16 of the RP appraisal for at least the periods being
reported upon by the financial statements included in the filing.
Effect of the Conversion on Minority Stockholders - page 106
11. Revise to add a subsection on, "Effect on Stockholder Rights"
and
summarize therein the changes in stockholders rights resulting
from
the Exchange of Shares and the Conversion.
Dissenters` and Appraisal Rights - page 106
12. Revise to add a cross-reference to a "to be included" Appendix
that contains the law governing these rights or revise to
summarize
the rights herein. Also include the specific steps that must be
taken
and /or avoided by those holders who may assert these rights.
General
13. To the extent the effectiveness of the registration statement
is
delayed, please revise to included updated financial information
under Rule 3-12 of Regulation S-X.
14. Please ensure you include an updated consent from you
independent
accountant in the pre-effective amendment.
M,D & A
General
15. Please revise management`s discussion and analysis to include
discussion for the comparison of the operating results for the
years
ended September 30, 2003 and 2002. Please refer to the
requirements
of Regulation S-K, Item 303.
Recently Regulatory and Accounting Developments, page 49
16. In your description of recently issued accounting
pronouncements,
please revise this discussion to address the impact of the newly
issued accounting pronouncements. Please refer to the guidance in
SAB
Topic 11: M, which states the requirements regarding recently
issued
accounting pronouncements.
Financial Statements
Note 1: Summary of Significant Accounting Policies-Earnings per
Share
- - page F-14
17. Please revise to clarify why you have not included outstanding
stock options in determining diluted EPS for the period ended
March
30, 2005. Consider the need to provide a reconciliation of the
calculation of EPS under SFAS 128.
Note 6: Premises and Equipment, page F-23
18. Please revise to disclose the scheduled closing date of the
acquisition of the branch site in Essex County, and the terms of
the
agreement (i.e. balance to be paid in cash, etc.). Additionally,
disclose why the balance due at closing is not included in the
schedule of contractual obligations in the Management`s Discussion
and Analysis section. Disclose where this commitment has been
accrued on the balance sheet.
Note 12: Stock-Based Compensation, page F-30
19. Please revise your disclosure to include the following
information, by reference to paragraphs 46 and 47 of SFAS 123,
regarding the stock option plan for the period ended March 30,
2005.
* Description of the plan including the general terms of the
awards,
such as vesting requirements
* The number of weighted-average exercise prices of options for
each
of the following group of options: those outstanding at the
beginning
of the year, those exercisable at the end of the year, and those
granted, exercised, forfeited and expired.
* The weighted average contractual life of the options
Preliminary Proxy Comments
Q & A
20. Revise to include information regarding dissenters` and
appraisal
rights. In this regard, refer readers to the Appendix and also
include the specific steps to be taken and/or avoided to perfect
these rights.
Closing Comments
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 supplemental 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 filings 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions regarding the accounting comments may be
directed
to Margaret Fitzgerald (202) 551-3556 or Paul Cline at (202) 551-
3851. All other questions may be directed to Michael Clampitt at
(202) 551-3434 or to me at (202) 551-3775.
Sincerely,
Todd K. Schiffman
Assistant Director
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American Bancorp of New Jersey, Inc.
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