MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 340 WEST SUITE 101
WASHINGTON, D.C. 20005 STATE COLLEGE, PA 16801
(202) 434-4660 (814) 272-3502
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
TIFFANY A. HASSELMAN WRITER'S DIRECT DIAL NUMBER
HASSELMAN@MALIZIALAW.COM (202) 434-8389
VIA EDGAR AND HAND DELIVERY
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July 22, 2005
Mr. Todd K. Schiffman
Assistant Director
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20002
Re: American Bancorp of New Jersey, Inc.
Form S-1 and the related Preliminary Proxy Statement
File No. 333-125957
Dear Mr. Schiffman:
Transmitted with this letter for filing, on behalf of American Bancorp
of New Jersey, Inc., (the "Company") is pre-effective Amendment No. 1 to the
Registration Statement on Form S-1. This filing is marked to show changes made
since the original filing of the Form S-1. Page numbers refer to the pages in
the revised prospectus filed herewith.
Form S-1
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Prospectus Cover Page
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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.
We have made the change as requested.
MALIZIA SPIDI & FISCH, PC
Mr. Todd K. Schiffman
July 22, 2005
Page 2
Prospectus Summary
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Tax Effects of Conversion - page 5
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2. Revise the first sentence to start with, "We have received tax
opinions that indicate (as a general matter....)".
We have made the change as requested.
How to Purchase Stock in the Offering - page 8
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3. Revise the first paragraph to briefly discuss what is being
certified.
We have made the change as requested.
Our Use of the Proceeds Raised from the Sale of Stock - page 9
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4. Revise the first paragraph to add a range of dollar amounts for
the ESOP purchases.
We have made the change as requested.
Risk Factors - page 14
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5. Revise the second risk on page 14 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.
We have made the change as requested.
6. Revise the first risk on page 16 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.
We have made the change as requested.
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.
We have made the change as requested. Please see the newly added risk
factor on page 16.
MALIZIA SPIDI & FISCH, PC
Mr. Todd K. Schiffman
July 22, 2005
Page 3
8. Include a risk factor which discusses increased expenses
resulting from the expansion of the branch network and increased
loan production.
We have made the change as requested. Please see the newly added risk
factor on page 17.
Use of Proceeds - page 18
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9. Revise the paragraph on page 19 (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.
We have made the change as requested.
We believe, however, that it is more appropriate to explain the
regulatory restrictions on dividends from the new holding company than to give a
specific dollar amount, given that the full amount of the proceeds retained at
the holding company are theoretically available for payment as dividends but
obviously the full amount would not in reality be paid out as dividends.
The Conversion
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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.
We have made the change as requested. We have included this new
subsection under the section titled "The Offering" rather than including it
under "The Conversion." Please see the new disclosure included at page 132.
Effect of the Conversion on Minority Stockholders
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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.
We have made the change as requested. Please see the new subsection
titled "Comparison of Stockholders' Rights of ASB Holding Company and American
Bancorp of New Jersey, Inc." at page 112.
MALIZIA SPIDI & FISCH, PC
Mr. Todd K. Schiffman
July 22, 2005
Page 4
Dissenters' and Appraisal Rights - page 111
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12. Revise to add a cross-reference to a "to be included" Appendix
that contains the law governing these rights to 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.
We have made the change as requested and have also included an
appendix. Please see the new disclosure included at page 110.
General
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13. To the extent the effectiveness of the registration statement is
delayed, please revise to include updated financial information
under Rule 3-12 of Regulation S-X.
We are aware of this requirement.
14. Please ensure you include an updated consent from your
independent accountant in the pre-effective amendment.
An updated consent is included with this amendment.
MD&A
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General
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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.
We have made the change as requested.
Recently Regulatory and Accounting Developments - page 55
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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.
We have made the change as requested.
MALIZIA SPIDI & FISCH, PC
Mr. Todd K. Schiffman
July 22, 2005
Page 5
Financial Statements
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Note 1:Summary of Significant Accounting Policies-Earnings per Share - page F-14
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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.
We have added language regarding anti-dilutiveness for the six months
ended March 31, 2005. A reconciliation under SFAS 128 has not been added since
there is no dilutive effect for the options for the period reported.
Note 6: Premises and Equipment - page F-23
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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.
We have added disclosure to Note 6 regarding the terms of the
agreement. We have included in the commitments discussion in the MD&A at page 53
disclosure regarding the balance due at closing. There is currently no scheduled
closing date, and management is unable to speculate as to a possible closing
date as there are unresolved title and environmental issues. Because this is not
an unconditional commitment, the balance due at closing has not been accrued or
recorded in the financial statements at this time.
Note 12: Stock-Based Compensation - page F-30
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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.
o Description of the plan including the general terms of the
awards, such as vesting requirements.
o 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.
o The weighted average contractual life of the options.
We have made the change as requested.
MALIZIA SPIDI & FISCH, PC
Mr. Todd K. Schiffman
July 22, 2005
Page 6
Preliminary Proxy Comments
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Q & A
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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.
We have made the change as requested.
* * *
We hope that the foregoing is responsive to the staff's comments. We
request that the staff advise us as soon as possible of any additional comments.
Sincerely,
/s/Tiffany A. Hasselman
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Tiffany A. Hasselman
Enclosure
cc: Michael R. Clampitt, Esq., U.S. Securities and Exchange Commission
Mr. Fred G. Kowal, President and Chief Operating Officer
Mr. Eric B. Heyer, Senior Vice President and Chief Financial Officer
Ms. Wendy L. Campbell, Crowe Chizek and Company LLC
Samuel J. Malizia, Esq.
Richard Fisch, Esq.