EXHIBIT 99.3
Little Falls Bancorp, Inc. Contact: Leonard G. Romaine
Little Falls, New Jersey President
(973) 256-6100
Skylands Community Bank Contact: Michael Halpin
Hackettstown, New Jersey President
(908) 850-9010
For Immediate Release
LITTLE FALLS BANCORP AND SKYLANDS COMMUNITY BANK
AGREE TO MERGE
Combination Creates a Leading Financial Institution in New Jersey
With Over $513 Million in Assets
LITTLE FALLS and HACKETTSTOWN, New Jersey, August 12 -- Little Falls
Bancorp, Inc. (Nasdaq: LFBI) and Skylands Community Bank (Nasdaq: SKCB)
announced today that their Boards of Directors have unanimously approved a
definitive agreement for a merger of equals.
The transaction will create a twelve branch network covering five
counties in New Jersey, with total combined assets of over $513 million, over
$49 million of stockholders' equity and net loans receivable of over $254
million.
To effect the merger, the parties will form a new bank holding company
to be called "Little Falls Bancorp, Inc." and headquartered in Little Falls, New
Jersey. As part of the merger, Little Falls Bank, the wholly owned thrift
subsidiary of Little Falls Bancorp, Inc. will merge with and into Skylands
Community Bank, with Skylands Community Bank as the surviving commercial bank.
The surviving commercial bank will retain the name "Skylands Community Bank" and
maintain its main office in Hackettstown, New Jersey. Little Falls Bancorp,
Inc., a thrift holding company, will cease to exist as a corporate entity after
the merger is complete.
The merger will be accounted for as a "pooling of interests." Little
Falls Bancorp, Inc. shareholders will exchange their shares of Little Falls
Bancorp, Inc. common stock for shares of the common stock of the new bank
holding company on a one-for-one basis, thereby owning approximately fifty-seven
percent (57%) of the new bank holding company. Skylands Community Bank
shareholders will receive a fixed exchange of .80 shares of the common stock of
the new bank holding company for each share of Skylands Community Bank common
stock owned, thereby owning approximately forty-three percent (43%) of the new
bank holding company.
"This merger allows Little Falls to expand its market area and take
advantage of Skylands' commercial banking franchise to increase services to our
customers," said Albert J.Weite, Chairman of Little Falls Bancorp, Inc. Michael
Halpin, President and Chief Executive
Officer of Skylands Community Bank, added "This transaction will add financial
strength to Skylands' business, and enable us to expand our customer base and
offer all of our customers expanded products and services throughout the
communities we serve."
The new company expects annual pre-tax cost savings of approximately
$1.2 million or approximately 11 percent of the combined company's projected pro
forma non-interest expense for 1998. A restructuring charge is anticipated at
the closing of the transaction for severance payments, facilities writedowns,
termination of certain stock plans and other merger-related costs. The
transaction is expected to be accretive to the earnings per share of both
companies in the first full year of combined operations, excluding potential
revenue enhancements.
The bank holding company's board of directors will include thirteen
members, eight representatives from Little Falls Bancorp, Inc. and five
representatives from Skylands Community Bank. The new bank's board of directors
will include nineteen members, eight representatives from Little Falls Bancorp,
Inc. and eleven representatives from Skylands Community Bank.
Albert J. Weite will become Chairman of the new holding company.
Michael Halpin will become President and Chief Executive Officer of the new
holding company and Skylands Community Bank. Leonard G. Romaine, current
President and Chief Executive Officer of Little Falls Bancorp, Inc., will become
Executive Vice President and Chief Operating Officer of the new holding company
and Skylands Community Bank. Denis H. O'Rourke will remain Chairman of Skylands
Community Bank.
Each company has granted the other a 19.9% stock option, and Skylands
Community Bank has retained a right to terminate the agreement under certain
conditions. The merger is subject to, among other things, normal regulatory
approvals and to the approval of the, shareholders of both companies.
Little Falls Bancorp, Inc. was advised by the firm of FinPro, Inc., and
the law firm of Malizia, Spidi, Sloane & Fisch, P.C. Skylands Community Bank was
advised by the investment banking firm of Sandler O'Neill & Partners, L.P., and
the law firm of McCarter & English, LLP.
Little Falls Bancorp, Inc., headquartered in Little Falls, New Jersey,
with its principal executive offices located in Little Falls, New Jersey, is a
savings and loan holding company and the parent of Little Falls Bank. Little
Falls Bank is a federally-chartered savings bank, having its principal place of
business in Little Falls, New Jersey. At June 30, 1998, Little Falls Bancorp,
Inc. had total assets of $351.3 million and total stockholders' equity of $36.9
million. Little Falls operates six banking offices, located in Little Falls,
West Paterson, Glen Gardner, Milford, Alexandria Township and Baptistown, New
Jersey.
Skylands Community Bank is a commercial bank organized under the laws
of the state of New Jersey, having its principal place of business in
Hackettstown, New Jersey. At June 30, 1998, Skylands Community Bank had total
assets of $162.2 million and total stockholders' equity of $12.5 million.
Skylands Community Bank operates six banking offices, located in Hackettstown,
Netcong, Succasunna, Oxford, Byram and Jefferson, New Jersey.
Statements contained in this news release which are not historical
facts are forward- looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
Company with the Securities and Exchange Commission from time to time.