UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2005
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 (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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: (973) 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
ASB HOLDING COMPANY
INFORMATION TO BE INCLUDED IN REPORT
Item 8.01 Other Events
On September 27, 2005, the Registrant, ASB Holding Company, announced that it
expects to close its second-step conversion from the mutual holding company form
of organization to a full stock corporation (the "Conversion") on October 5,
2005. The Registrant also announced that, subject to the receipt of regulatory
approval from the Office of Thrift Supervision, American Bancorp of New Jersey,
Inc., the new holding company for the Bank, expects to sell 9,918,750 shares of
its common stock in the Conversion at $10.00 per share. In addition, each share
of common stock held by the public stockholders of ASB Holding Company is
expected to be converted into 2.55102 shares of common stock of American Bancorp
of New Jersey, Inc., resulting in an aggregate of 4,250,892 exchange shares.
Accordingly, American Bancorp of New Jersey, Inc. will have 14,169,642 total
shares outstanding following the Conversion, which is the super-maximum of the
estimated valuation range.
A copy of the press release is furnished with this Form 8-K as Exhibit 99 and
the information contained in the press release is incorporated herein.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
Number Description
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99 Press Release dated September 27, 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 hereunto duly authorized.
ASB HOLDING COMPANY
Date: September 27, 2005 By: /s/Eric B. Heyer
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Eric B. Heyer
Senior Vice President and
Chief Financial Officer