SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 18, 2005
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Date of Report (Date of earliest event reported)
ASB HOLDING COMPANY
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(Exact name of Registrant as specified in its Charter)
United States 0-31789 56-2317250
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification Number)
365 Broad Street, Bloomfield, New Jersey 07003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (974) 748-3600
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Not Applicable
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
INFORMATION TO BE INCLUDED IN REPORT
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Item 1.01 Entry into a Material Definitive Agreement
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On May 18, 2005, the Registrant announced the adoption of a Plan of
Conversion and Reorganization pursuant to which the Registrant will convert from
the mutual holding company form of organization to a full stock company.
For further details, reference is made to the Press Release dated May 18,
2005, which is attached hereto as Exhibit 99 and incorporated herein by this
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
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Effective May 17, 2005, the Registrant appointed Mr. Fred G. Kowal as its
President and Chief Operating Officer. Mr. Kowal was previously and continues to
be President and Chief Operating Officer of the Registrant's wholly-owned
subsidiary, American Bank of New Jersey (the "bank"). Mr. Kowal is also a member
of the Boards of Directors of the Registrant and the Bank.
Mr. Kowal succeeds Joseph Kliminski as the Registrant's president and
succeeds Richard M. Bzdek as the Registrant's chief operating officer.
Mr. Kowal was Chairman and Chief Executive Officer of Warwick Community
Bancorp, Inc. until its merger into Provident Bancorp, Inc. in October 2004. He
joined Warwick Community Bancorp, Inc. in 1999 and also served as Chairman of
the Board of Directors of The Warwick Savings Bank and as Chairman of the Board,
President and Chief Executive Officer of The Towne Center Bank, a de novo
commercial bank formed by Warwick Community Bancorp, Inc. in 1999. Prior to
joining Warwick, he served as Senior Vice President of First Union National
Bank, where he worked for 16 years, and as Senior Vice President of PNC Bank.
Mr. Kowal holds an M.B.A. in Finance from Rutgers University and a B.S. in
Business Management from Fairleigh Dickinson University.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit Description
Number -----------
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99 Press release dated May 18, 2005
SIGNATURES
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, thereunto duly authorized.
ASB HOLDING COMPANY
Date: May 18, 2005 By: /s/ Fred G. Kowal
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Fred G. Kowal
President and Chief Operating Officer
(Duly authorized officer)