Filed by Monmouth Community Bancorp
Pursuant to Rule 425 under the Securities Act of
1933, as amended, and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act
of 1934, as amended
Subject Company: Monmouth Community Bancorp
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Commission File No.: 0-49925
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On June 30, 2004, Monmouth Community Bancorp and Allaire Community Bank issued a
press release regarding a strategic business combination transaction entered
into by the two entities. Monmouth Community Bancorp and Allaire Community Bank
have amended and supplemented the press release as of July 21, 2004 for filing
with the Securities and Exchange Commission on Form 8-K/A and posting on the
respective websites of Monmouth Community Bancorp and Allaire Community Bank.
The following is the June 30, 2004 press release as amended and supplemented:
Monmouth Community Bancorp and Allaire Community Bank Announce Proposed
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Combination
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LONG BRANCH, NEW JERSEY and WALL TOWNSHIP, NEW JERSEY, July 21, 2004, Monmouth
Community Bancorp (NASDAQ Small Cap Market; MCBK "Monmouth Community Bancorp" or
"Bancorp") and Allaire Community Bank (OTCBB; ALCY "Allaire Community Bank" or
"Allaire") previously announced on June 30, 2004 that they have entered into an
Agreement and Plan of Acquisition (the "Agreement") to combine, as equals, in a
strategic business combination transaction.
The Agreement provides for Bancorp to change its name to Central Jersey Bancorp,
effect a six for five stock split to shareholders of record as of July 15, 2004,
and exchange one share of Central Jersey Bancorp for each outstanding share of
Allaire Community Bank common stock. In order to create an ownership structure
that gives each company approximate equal ownership of the combined entities,
Bancorp will effect a 6-for-5 stock split prior to closing. After giving effect
to the stock split, Bancorp will have approximately 1,860,876 shares outstanding
and Allaire will have approximately 1,971,361 shares outstanding. Upon
consummation of the combination, it is anticipated that there will be
approximately 3,832,237 shares of Central Jersey Bancorp outstanding.
Additionally, Monmouth Community Bank, National Association will change its name
to Central Jersey Bank, National Association. Subsequent to the consummation of
the transaction, Allaire Community Bank and Monmouth Community Bank, National
Association will combine as Central Jersey Bank, National Association.
Upon completion of the combination, the entities will, based on March 31, 2004
figures, have in excess of $425 million in total assets and $388 million in
total deposits ranking Central Jersey Bancorp in the top ten market share for
financial institutions operating in Monmouth County, New Jersey. This
combination of two outstanding financial institutions will result in fifteen
branch locations stretching from Point Pleasant Boro, Ocean County, to Little
Silver, Monmouth County.
The proposed combination is subject to certain customary conditions including
Bancorp and Allaire receiving shareholder and regulatory approvals. The
combination is anticipated to be closed by the end of 2004.
George S. Callas, Chairman of the Board of Allaire Community Bank, will serve as
Chairman, Carl F. Chirico, President and Chief Executive Officer of Allaire
Community Bank, will serve as Vice Chairman and James S. Vaccaro, Chairman and
Chief Executive Officer of Monmouth Community Bancorp and Monmouth Community
Bank, National Association, will serve as Chief Executive Officer and President,
of the combined entities. Robert S. Vuono, Senior Executive Vice President and
Chief Operating Officer of Allaire Community Bank, and Anthony Giordano III,
Executive Vice President and Chief Financial Officer of Monmouth Community
Bancorp, will serve in the same capacities of the combined entities. The
combined management of both banks will continue to emphasize strong and
committed personal service to the local communities they serve.
The board of directors of Central Jersey Bancorp will be comprised of 12
directors, 6 of whom will be named by Bancorp and 6 of whom will be named by
Allaire. According to Mr. Callas, Mr. Chirico and Mr. Vaccaro, this combination
will result in the creation of a unique community banking organization in the
central New Jersey region. By combining two organizations with superior market
reputations, this transaction will result in a larger community-based financial
institution with increased market presence and capacity. Messrs. Callas, Chirico
and Vaccaro added that both Allaire Community Bank and Monmouth Community Bank,
National Association have adopted corporate value systems and cultures that are
complimentary and will benefit shareholders, employees and depositors. Moreover,
based on March 31, 2004 figures, the combined banks will have a legal lending
limit that exceeds $5.0 million.
Mr. Callas, Mr. Chirico and Mr. Vaccaro also commented that this transaction is
about the combination of organizations which will result in franchise expansion,
enhanced customer service, improved shareholder value and the creation and
further development of career opportunities for our banking professionals. Our
customers will realize immediate benefits, including access to a greater number
of automatic teller machines, bank branches and coin counting machines. In
addition to anticipated revenue enhancements, operational economies are expected
to realize prospective cost savings exceeding five percent (5%) of the combined
entities' expense base. From the concept to the name change, we believe that the
combined entity will set a new, higher standard for community-based banking in
our combined markets.
Statements about the future expectations of Monmouth Community Bancorp and
Allaire Community Bank, and all other statements in this press release other
than historical facts are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Since these statements involve
risks and uncertainties and are subject to change at any time, the companies'
actual results could differ materially from expected results. Among these risks,
trends and uncertainties are the obtainment of regulatory and shareholder
approval to effect the proposed combination, the effect of governmental
regulation on Monmouth Community Bank, National Association and Allaire
Community Bank, the availability of working capital, the cost of personnel, and
the competitive market in which Monmouth Community Bank, National Association
and Allaire Community Bank compete.
In connection with the proposed business combination transaction between
Monmouth Community Bancorp and Allaire Community Bank, Monmouth Community
Bancorp intends to file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 that will
contain a joint proxy statement and prospectus, and Allaire Community Bank
intends to file similar materials with the Federal Deposit Insurance Corporation
(the "FDIC").
INVESTORS AND SECURITY HOLDERS OF MONMOUTH COMMUNITY BANCORP AND ALLAIRE
COMMUNITY BANK ARE URGED TO READ THE MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MONMOUTH COMMUNITY
BANCORP, ALLAIRE COMMUNITY BANK AND THE COMBINATION.
The joint proxy statement, prospectus and other relevant materials, when they
become available, and any other documents filed by Monmouth Community Bancorp
with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Monmouth Community Bancorp by directing a
written request to: Monmouth Community Bancorp, 627 Second Avenue, P.O. Box 630,
Long Branch, New Jersey 07740, Attention: James S. Vaccaro, Chairman and Chief
Executive Officer, or free copies of the documents filed by Allaire Community
Bank with the FDIC by directing a written request to: Allaire Community Bank,
2200 Highway 35, P.O. Box 440, Sea Girt, New Jersey 08750, Attention: Carl F.
Chirico, President and Chief Executive Officer. Investors and security holders
are urged to read the joint proxy statement, prospectus and the other relevant
materials when they become available before making any voting or investment
decision with respect to the combination.
Monmouth Community Bancorp, Allaire Community Bank and their respective
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of Monmouth Community Bancorp and
the stockholders of Allaire Community Bank in connection with the combination.
Information about the executive officers and directors of Monmouth Community
Bancorp and their ownership of Monmouth Community Bancorp common stock is set
forth in the Form 10-KSB for the year ended December 31, 2003, which has been
previously filed by Monmouth Community Bancorp with the SEC, and the proxy
statement for Monmouth Community Bancorp's 2004 Annual Meeting of Shareholders,
which has also been previously filed with the SEC. Information about the
executive officers and directors of Allaire Community Bank and their ownership
of Allaire Community Bank common stock is set forth in the Form 10-KSB for the
year ended December 31, 2003, which has been previously filed by Allaire
Community Bank with the FDIC, and the proxy statement for Allaire Community
Bank's 2004 Annual Meeting of Stockholders, which has also been previously filed
with the FDIC. Investors and security holders may obtain additional information
regarding the direct and indirect interests of Monmouth Community Bancorp,
Allaire Community Bank and their respective executive officers and directors in
the combination by reading the joint proxy statement and prospectus regarding
the combination when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Any questions can be directed to Carl F. Chirico, President & CEO of Allaire
Community Bank, at (732) 292-0500, or James S. Vaccaro, Chairman & CEO of
Monmouth Community Bank, National Association at (732) 571-1300.