SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
Preliminary Proxy Statement [X]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [ ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Clifton Savings Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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CLIFTON SAVINGS BANCORP, INC.
________________
ANNUAL MEETING OF STOCKHOLDERS
September 7, 2004
___________________
PROXY STATEMENT OF THE CLIFTON SAVINGS BANCORP, INC. COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF CLIFTON SAVINGS BANCORP, INC.]
This Proxy Statement and GOLD proxy card are being furnished to holders of the
common stock (the "Shareholders"), par value $.01 per share (the "Common Stock")
of Clifton Savings Bancorp, Inc. (the "Company") in connection with the
solicitation of proxies (the "Proxy Solicitation") by the Clifton Savings
Bancorp,Inc. Committee to Preserve Shareholder Value (the "Committee"). The
Annual Meeting of Shareholders is to be held on September 7, 2004, at 9:00 A.M.,
at the Valley Regency located at 1129 Valley Road, Clifton, NJ (the "Annual
Meeting"). Shareholders who own the Common Stock on July 16, 2004 will be
entitled to vote ("Annual Meeting Record Date").
At the Annual Meeting, the Company will be seeking approval of the Clifton
Savings Bancorp, Inc. 2004 Stock-Based Incentive Plan ("Incentive Plan"). The
Incentive Plan authorizes the grant of stock options ("Options"), or restricted
stock awards ("Stock Awards") and similar rights to purchase or acquire shares.
In addition the Shareholders will consider and act on the following:
1. The election of two directors to serve for a term of three years;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors for the Company for the fiscal year ending
March 31, 2005; and
3. Such other business that may properly come before the meeting.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company, Seidman Investment Partnership, L.P., ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II"), a
New Jersey Limited Partnership; Kerrimatt, L.P. ("Kerrimatt"), a New Jersey
Limited Partnership; Federal Holdings, LLC ("Federal"), a New York Limited
Liability Company; Pollack Investment Partnership, LP ("PIP"), a New Jersey
Limited Partnership, Dennis Pollack ("Pollack"), Robert Dickman ("Dickman") and
Lawrence Seidman("Seidman"). This Proxy Statement and GOLD proxy card are being
first mailed or furnished to Shareholders on or about July 30, 2004.
Remember, your last dated proxy is the only one which counts, so return the
GOLD card even if you delivered a prior proxy. We urge you not to return any
WHITE proxy card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the GOLD proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted (i) against the Incentive Plan; (ii) to
withhold on the election of the two directors, and (iii) for the appointment of
Radics & Co., LLC as independent auditors.
If your shares are registered in more than one name, the GOLD proxy card should
be signed by all such persons to ensure that all the shares are voted.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of Radics & Co., LLC, as independent auditors and the date by which
Shareholders must submit proposals for inclusion at the next Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is 30,530,470 shares, including 16,791,758 shares of Common Stock held by
Clifton MHC. Each share of Common Stock is entitled to one vote at the Annual
Meeting.
If you have any questions or need assistance in voting your shares, please call:
D. F. King & Co.
Att: Richard Grubaugh
48 Wall Street
New York, New York 10005
(Call Toll Free (888) ----------
NO INCENTIVE PLAN
WITHOUT A SHAREHOLDER VOICE
The Company is a mutual holding company which simply means that 45% of the
outstanding shares are owned by the public and 55% are owned by Clifton MHC.
Therefore, except in limited circumstances such as the approval of the Incentive
Plan, a vote by the public Shareholders is an act of futility. Simply put, if
100% of the public Shareholders voted for Board candidates nominated to run
against the Company's slate of directors and every public Shareholder (100%)
voted for the non-Company director, the director would lose because Clifton MHC
holds more than one-half the outstanding Common Stock and can out-vote the
public Shareholders.
Therefore if the public Shareholders approve the Incentive Plan, as proposed,
they will be giving the present directors, who they can not replace, absolute
and unfettered control over the granting of awards to employees and themselves.
These Options and Stock Award shares will be granted even though the Incentive
Plan does not contain a performance standard.
The Committee does not think that the Shareholders should approve an Incentive
Plan until (i) the Company becomes a 100% public entity, (ii) the Incentive Plan
contains reasonable performance standards, and (iii) the public Shareholders
have the ability, through their voting power, to change the composition of the
Board if they are dissatisfied with Company's financial performance.
MANAGEMENT AND THE DIRECTORS ARE NOW
SEEKING PERFORMANCE AWARDS FOR
THEMSELVES WITHOUT A PERFORMANCE STANDARD
Stock Options:(1) The Incentive Plan, if approved by the Shareholders,
authorizes the granting of 2,453,341 Options. If approved, a committee of the
the Board of Directors can distribute the Options to reward directors for yet to
be achieved outstanding performance without conditioning the right to keep these
Options upon a pre-determined performance standard. Therefore except for
termination for cause, even if a director's or employee's performance does not
aid the Company's growth, he/she will still keep the Options. If the Options
were issued after the performance was evaluated, or were contingent upon a
presecribed standard, employees and directors would be required to truly earn
their performance award. Furthermore, because Clifton MHC, which owns 55% of the
Company's outstanding Common Stock, controls the election of the Company's
Directors, the public Shareholders also cannot vote any of the present directors
out of office.
The Board Committee that will administer the Incentive Plan has the broad
authority to determine the vesting requirements for the Options. The exercise of
these Options may have a dilutive effect on the holdings of the present public
Shareholders. In the opinion of the Committee, the granting of the Options may
reduce the price each public Shareholder would receive from a potential acquirer
of the Company.
Stock Awards(2) - Issuance of FREE STOCK to Employees and Directors: The
Incentive Plan, if approved by the Shareholders, authorizes the grantng of Stock
Awards to the Company's employees and directors. The Committee believes the
Company will repurchase the 981,337 Stock Award shares(3)in the public market
which will cost the Company approximately $11,648,470.(4) The Committee's belief
is based upon the prior experience of many other over-capitalized thrifts.
However the Company may not purchase the shares in the open market but may issue
additional shares.
In addition, the recipient of the Stock Award shares shall also be entitled to
receive cash and stock dividends and can direct the voting of such granted
shares. Immediately after purchase of the shares, the Company can give (for
free) the 981,337 Stock Award shares to certain executive officers and
directors. The 981,337 Stock Award shares equals 7.14% of the Common Stock owned
by the public Shareholders. The vesting requirements for these shares are also
within the Board's Committee authority.
The Company's proxy statement is very clear that the granting of the Stock
Awards is not contingent upon the attainment of any performance goals by the
Company, its wholly owned subsidiary, or grantee.
The Shareholders are now being asked to vote to approve these Stock Awards. This
purchase could cost the Company approximately $11,648,l470. The Company is
refusing to establish performance goals that must be achieved for a person to
obtain or retain the Stock Awards. The Committee disagrees with this approach.
THE COST OF THE STOCK AWARDS WILL RESULT IN A BOOK VALUE REDUCTION OF EACH SHARE
OWNED BY THE PUBLIC SHAREHOLDERS (13,738,712 SHARES) IN THE AMOUNT OF
APPROXIMATELY $.85.
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(1) A stock option gives the recipient the right to purchase shares of Clifton
Savings Bancorop common stock at a future date at a specified price per share
(the "exercise price"). The per share exercise price of a stock option may not
be less than the fair market value of a share of Clifton Savings Bancorp common
stock on the date of grant. Stock options have a maximum term of ten years from
the date of grant. See proposal 2 - Types of Awards.
(2) A restricted stock award is a grant of a certain number of shares of common
stock subject to the lapse of certain restrictions (such as continued service)
determined by the Administrator. Participants may receive dividends and other
distributions declared and paid on the shares and may also vote any unvested
shares subject to their restricted stock awards. See proposal 2 - Types of
Awards.
(3) The Company has the authority to issue authorized but unissued shares.
(4) Based upon the closing price of $11.87 per share for the Common Stock on
July 12, 2004.
THE COMPANY'S STATED PURPOSE
FOR THE INCENTIVE PLAN
The Company's proxy statement with respect to the purpose of the Incentive Plan
states:
"The purpose of the plan is to attract and retain qualified personnel
in key positions, provide officers, employees and non-employee
directors of Clifton Savings Bancorp and Clifton Savings with a
proprietary interest in the Company as an incentive to contribute to
the success of Clifton Savings Bancorp, promote the attention of
management to other stockholder's concerns, and reward employees for
outstanding performance."
THE COMMITTEE'S POSITION ON THE
INCENTIVE PLAN WITH RESPECT TO
THE COMPANY EMPLOYEES AND NON-
EMPLOYEE DIRECTORS
The Committee has NO OBJECTION to stock based compensation to attract and retain
qualified personnel. We just want to know what performance is required before
such qualified personnel receive these benefits or how the benefits are
forfeited when the performance is not achieved. Corporations routinely tie
management compensation - particularly bonuses and incentive payments - to the
achievement of pre-set performance goals. There is no reason why such goals
should not be established as a benchmark for the awards under the Incentive
Plan.
The Committee DOES object to the Incentive Plan as it relates to the
non-employee directors(5) some of whom will comprise the Board committee which
will decide the amount of the Incentive Plan awards that are granted to others
and themselves.
The Company represents that the decision as to the amount of Incentive Plan
shares to be granted to these non-employee directors has not been determined. It
is the Committee's view that this decision should be made and disclosed to the
Shareholders before the Company seeks approval of the Incentive Plan.
UNJUSTIFIED SHAREHOLDER
VALUE TRANSFER
Since there are six non-employee directors each could receive up to 5% of the
Option and Stock Award shares or 122,667 Option shares and 49,066 Stock Award
shares. Assuming the Company was sold for $16 a share, each Director would have
received a total compensation in excess of his other benefits of $506,614 for
his Option shares(6) and $785,056 for his Stock Awards or a total compensation
of $1,291,670.
As stated above, the Committee does object to the granting of awards, under the
Incentive Plan, to the non-employee directors. One of the stated purposes for
the Incentive Plan is the "retention" of the recipients. Given the ages of most
of the current non-employee board members (90, 74, 72, 69, 66), it is beyond
question they would not be considered for a board seat at another financial
institution. As a result, the award is not necessary to retain these directors
since in the Committee's opinion the non-employee director's present
compensation is adequate. Therefore the Incentive Plan awards will be a windfall
for the current non-employee directors.
Would you like this job and the ability to grant these Incentive Plan shares
without a performance standard and without fear that the public Shareholders
could remove you if they were not happy with your decision?
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(5) 12 CFR 563 b.500(a)(6) provides that an Incentive Plan can be implemented
so long as:"[Y]our directors who are not your employees do not receive more
than five percent of the shares of any plan individually, or 30 percent of the
shares of any plan in the aggregate."
(6) Based upon a $11.87 strike price which was the closing price of the
Company's stock on July 12, 2004.
HOW WOULD YOU LIKE TO BE MR.
CELENTANO AND HAVE THE OPPORTUNITY
TO RECIEVE APPROXIMATELY $7,447,995
WITHOUT A PERFORMANCE STANDARD
OR SHAREHOLDER SCRUTINY?
Mr. Celentano has been a non-employee director since 1962. As such he would have
been limited to receiving 5% of the Incentive Plan shares. However in 2003,
shortly before the Company went public in 2004 at the age of 69, Mr. Celentano
retired from his law firm and became Chairman of the Board of Directors of
Clifton Savings, as an employee. As an employee, he is permitted to receive up
to 25 percent of the shares under the Incentive Plan, not 5% percent as a
non-employee director. Therefore Mr. Celentano's change in status from a
part-time Chairman to a full-time Chairman has significantly increased the
amount of Options and Stock Award shares he is eligible to receive.
As a full-time employee, Mr. Celentano can receive 613,335 Options and 245,334
Stock Award shares. Based upon the July 12, 2004 closing price for the Company's
stock of $11.87 the 245,334 Stock Award shares would be valued at $2,912,114.
Based upon an assumed $16.00 stock price for the sale of the Company and a
$11.87 strike price, the Options would be worth $2,453,340. Therefore at the
assumed $16 sale price for the Company the Incentive Plan shares described
herein would be worth approximately $6,378,684. Mr. Celentano would receive the
value of the Incentive Plan shares or $6,378,684 without paying one penny for
these benefits.
Mr. Celentano's annual salary is $356,437. If the Company is sold and a change
in control occurs. Mr. Celentano will also receive three times his average
annual compensation over the five preceeding tax years or $1,069,311.($356,437 x
3 = $1,069,311). Therefore on the sale of the Company based upon the above, Mr.
Celentano would receive $7,447,995 in addition to his other benefits as an
employee and director.
This scenario could happen because the Company is not disclosing how the
Incentive Plan shares will be distributed before seeking Shareholder approval.
Worse yet, if approved, the Shareholders can not reverse the decision or remove
a Board member. It should also be remembered that the Incentive Plan has no
performance standard.
The following compensation which Mr. Celentano would be entitled to receive is
in addition to the above described compensation:
(i) Annual Retirment $44,496 (7)(8)
Benefit for Life
(ii) Death and Disability Unknown value (8)
Benefits
(iii) Change of Control $44,496 (7)(8)
Lifetime Benefit
In addition to all the above compensation, Mr. Celentano is a participant in the
Company's Supplemental Executive Retirement Plan. This plan allows him to
receive benefits which otherwise would be limited by certain provisions of the
Internal Revenue Code or the terms of the employee stock ownership plan loan.
The value of this benefit is unknown.
_________________________________
(7) Based upon a $44,496 Director's Fee presently being paid
(8) See Director's Compensation in the Company Proxy Statement for
additional disclosure concerning these benefits.
DIRECTOR'S YEARLY COMPENSATION
In adddition to the Incentive Plan, shares each non-employee Director is paid
annually approximately $44,500 as a monthly fee and quarterly retainer. Mr.
Hahofer (Age 90), a non-employee director also receives an additional annual fee
of approximately $16,400.
DIRECTOR'S RETIREMENT PLAN
The following material is taken directly from the Company's proxy statement:
"DIRECTORS'RETIREMENT PLAN. Clifton Savings maintains the Clifton
Savings Bank, S.L.A. Directors' Retirement Plan to provide director
with supplemental retirement income. All current directors participate
in the Plan and future directors may become participants upon
designation as such by the board of directors. The plan provides
benefits upon a director's retirement, death or disability, and upon a
change in control of Clifton Savings or Clifton Savings Bancorp.
Upon their retirement following the completion of three years of
service and the attainment of age 68, participants receive an annual
retirement benefit, payable for life, equal to a percentage of the sum
of the annual fees and retainer paid (or, for employee directors, that
would have been paid) during the twelve-month period ending on the
date preceding retirement. The percentage paid as an annual benefit is
determined by multiplying the participant's years of service (up to a
maximum of 10) by 10 percent.
A participant who completes a minimum of three years of service,
regardless of age, may receive death and disability benefits under the
plan. If the participant dies prior to the start of the normal
retirement benefit, the participant's surviving spouse or other
designated beneficiary receives an annual death benefit, payable over
a ten-year period, equal to the sum of the annual fees and retainer
paid (or, for employee directors, that would have been paid) to the
director during the twelve-month period ending on the last day of the
month preceding the date of death. If a participant dies while
receiving the annual retirement benefit under the plan, the
beneficiary continues to receive the same annual benefit for ten
years, minus the number of years the participant already received the
annual retirement benefit. The disability benefit under the plan
equals the sum of the annual fees and retainer paid (or, for employee
directors, that would have been paid) during the twelve-month period
ending on the last day of the month immediately preceding the
participant's termination of service due to disability. If a
participant dies while receiving the annual disability benefit, the
beneficiary continues to receive the annual disability benefit for a
period of 10 years, less the number of years the participant
previously received disability benefits.
[Upon the completion of one year of service, regardless of age,
participants receive a benefit upon a change in control of Clifton
Savings or Clifton Savings Bancorp. The annual change in control
benefit, payable for the life of the participant, equals the sum of
the annual fees and retainer paid (or, for employee directors, that
would have been paid) to the participant during the twelve-month
period preceding the date of a termination of service due to a change
in control. If a participant dies while receiving the annual change in
control benefit, the designated beneficiary continues to receive the
annual change in control benefit for a period of fifteen years, minus
the number of years the participant had already received benefits
under the plan.]
The plan provides for the payment of retirement, death, disability or
change in control benefits in equal monthly installments, commencing
on the first business day of the month after the participant becomes
entitled to a benefit, or, if a director so elects, in an actuarial
equivalent lump sum."
Therefore in addition to the Incentive Plan shares, the yearly director fee,
each director upon retirement is entitled to the additional benefits shown
above. This compensation equals no less than $44,496 for no less than 10 years
or life depending upon the circumstances.
Mr. Seidman, who controls the Committee, has been involved in the banking
business for approximately 20 years. Mr. Seidman is not aware of any other
banking institution which provides all directors with a life-time benefit equal
to the sum of the annual fees and retainer paid during the twelve month period
preceding the date of a termination of service due to a change in control. [The
bracketed benefit disclosed above.] This plan would obligate the Company to pay
each director no less than $44,496, in additional to all their other benefits,
for life.
THE POTENTIAL COST OF
THE INCENTIVE PLAN
For the fiscal year ended March 31, 2004 and for the quarter ened March 31,
2004, the Company's Net Income was $3,689,000, and $837,000 (annualized
$3,348,000), respectively.
Assuming a $11.81 strike price for the Options and a sale of the Company at $16
the entire Incentive Plan would be worth $10,279,498 (2,453,341 shares x $4.19)
for the Options and $15,701,392 (981,337 x $16.00) for the Stock Awards for a
total value of $25,980,890. Therefore the total value of the Incentive Plan
based upon the above assumptions of $25,980,890 is equal to approximately seven
years of the Company's Net Income.
In order to calculate the number of Option and Stock Award shares to be included
in the Incentive Plan, the Company included the 55% of the outstanding shares
owned by Clifton MHC. Therefore the available Options and Stock Award shares are
8.03% and 3.21%, respectively of all the Common Stock outstanding or 14.61% and
5.84%, respectively of the Common Stock owned by the public Shareholders. Since
the Company can be sold without ever doing a second-step conversion and issuing
100% of the Common Stock to the public, the present public Shareholders could
have their equity in the Company reduced by $25,980,890 which equals $1.54 per
share or approximately 13% of the Company's stockholder equity.
Even if the Company is not sold the vesting of the Incentive Plan Shares will
accelerate because the definition of "Change In Control includes, pursuant to
Section 2(c) of the Incentive Plan:
"Change in Board Composition: During any period of two consecutive
years, individuals who constitute the Company's Board of Directors at
the beginning of the two-year period cease for any reason to
constitute at least a majority of the Company's Board of Directors;
provided, however, that for purposes of this clause (c), each director
who is first elected by the board (or first nominated by the board for
election by the stockholders) by a vote of at least two-thirds (2/3)
of the directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the beginning
of such period."
Therefore if the directors perform poorly and the Shareholder or memebers can
figure out a way of removing them the Directors would keep these benefits.
NOT A BAD DEAL!
AT THIS COST DON'T YOU THINK THE COMPANY SHOULD ESTABLISH A PERFORMANCE STANDARD
AND TELL THE SHAREHOLDERS HOW THEY EXPECT TO GRANT THE INCENTIVE SHARES BEFORE
THEY SEEK APPROVAL?
LITIGATION WITH THE COMPANY
A litigation is now pending in the Appellate Division of the Superior Court of
New Jersey to challenge a determination made by the Commissioner of Banking that
the Company did not need to conduct an election of directors when the members
voted to approve the conversion. [A separate suit, which was commenced in the
Superior Court of New Jersey and removed to the United States District Court,
has been consensually held in abeyance and administrataively dismissed pending
the outcome of the appeal. This separate litigation seeks a new election and
claims certain payments made by Clifton Savings constitute corporate waste.]
CLIFTON MHC'S CONTEST FOR
BOARD SEATS
On July 6, 2004 Mr. Seidman nominated two individuals for election to the Board
of Directors at the Annual Meeting of Clifton MHC to be held July 19, 2004.
Pursuant to Clifton MHC's Bylaws, Clifton posted and published the names of its
nominees and Mr. Seidman's nominees. Subsequently, Mr. Seidman requested that he
and the members who requested, be given proxies so that they can vote for Mr.
Seidman's nominees without attending the meeting. Clifton MHC rejected Mr.
Seidman's request and responded that in its opinion the request did not comply
with the appropriate rules and regulations of the Office of Thrift Supervision.
Initially Clifton MHC refused to send members any proxy, if requested, but later
members were apparently told that the Clifton MHC proxy would be mailed to them.
However, members were told that the only way to vote for Mr. Seidman's nominees
was to personally appear at the meeting. Mr. Seidman has objected in writing to
the manner in which Clifton MHC has conducted the election of directors at the
annual meeting. Mr. Seidman is contemplating litigation in connection with this
meeting.
INFORMATION ABOUT THE COMMITTEE PARTICIPANTS
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee members, other than Dickman, SIPII, Pollack, PIP and
Kerrimatt, were parties to a civil proceeding which ultimately mandated
activities that were subject to federal securities laws. Specifically, a civil
action was filed by IBSF, during a proxy contest with certain members of the
Committee, in the U.S. District Court. This litigation named the members of the
Committee, as Defendants; except, Dickman, SIPII, Pollack, PIP, and Kerrimatt.
The claim was made that three members on the Committee did not make all of the
disclosures required by the Securities Exchange Act of 1934. The District Court
entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court
of Appeals reversed in part, and remanded the matter, determining that two (2)
additional disclosures should have been made. Pending the remand, an Amended
Schedule 13D was filed making additional disclosures with regard to Seidcal
Associates and Kevin Moore concerning the background, biographical and
employment information on Brant Cali of Seidcal and Kevin Moore of Federal.
Thereafter, the District Court entered a Judgment After Remand which directed
the inclusion of these disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL, Co-General Partner with Pollack in PIP, and
is the President of the Corporate General Partner of SIP and SIPII and the
investment manager for Kerrimatt and Federal; and, in that capacity, Mr. Seidman
has the authority to cause those entities to acquire, hold, trade, and vote
these securities and with respect to PIP, Seidman shares these functions with
Pollack. SAL, SIP, SIPII, Kerrimatt, PIP and Federal were all created to
acquire, hold, and sell publicly-traded securities. None of these entities was
formed to solely acquire, hold, and sell the Company's securities. Each of these
entities owns securities issued by one or more companies other than the Company.
The members and limited partners in SIP, SIPII, SAL, Kerrimatt, PIP and Federal
are all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, Seidman receives a $300,000 annual salary and a
percentage of the profits, after the Members receive a return on their
investment. In SIP, Federal and PIP, Seidman receives an annual fee, which is
payable quarterly, based upon a valuation of the assets, and he receives a
percentage of the profits. In Kerrimatt, Seidman receives an annual fee, which
is payable quarterly based upon a valuation of the assets with a stated maximum
fee payable, and he receives a percentage of the profits after a return to
limited partners. In SIPII, Seidman receives a percentage of the profits and no
annual fee.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed. Based upon Mr. Seidman's counsel's opinion the
three year time period provided for in the C & D has lapsed.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner. Specifically, the shares held by
each of the named entities are voted in the manner that Seidman elects, in his
non-reviewable discretion; except for PIP, where the voting discretion is shared
with Pollack.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of Radics
& Co., LLC, as independent accountants for the Company for the fiscal year
ending March 31, 2005.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Seidman, Dickman and employees of D. F. King & Co.
Seidman, Dickman will be principally responsible to solicit proxies for the
Committee and certain of Seidman's employees will perform secretarial work in
connection with the solicitation of proxies, for which no additional
compensation will be paid. Banks, brokerage houses, and other custodians,
nominees, and fiduciaries will be requested to forward the Committee's
solicitation material to their customers for whom they hold shares and the
Committee will reimburse them for their reasonable out-of-pocket expenses. The
Committee has retained D. F. King & Co. to assist in the solicitation of proxies
and for related services. The Committee will pay D. F. King & Co. a fee of up to
$25,000 and has agreed to reimburse it for its reasonable out-of-pocket
expenses. In addition, the Committee has also agreed to indemnify D. F. King &
Co. against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. The Securities and Exchange Commission deems
such an indemnification to be against public policy. Approximately ten (10)
persons will be used by D. F. King & Co.in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by DICKMAN,SAL, SIP, PIP, Federal, Kerrimatt and SIP II. The Committee does not
intend to solicit proxies via the Internet.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $40,000 of which
$-0- has been incurred to date. The Committee intends to seek reimbursement from
the Company for those expenses incurred by the Committee, if the Shareholders do
not approve the Incentive Plan, but does not intend to submit the question of
such reimbursement to a vote of the Shareholders.
For the proxy solicited hereby to be voted, the enclosed GOLD proxy card must be
signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in the
enclosed envelope in time to be voted at the Annual Meeting. If you wish to vote
for the Committee's position, you should submit the enclosed GOLD proxy card or
the WHITE Company's proxy card and vote as follows:
1. "WITHHELD" FOR ELECTION AS DIRECTORS OF ALL NOMINEES LISTED
2. "AGAINST"THE APPROVAL OF THE CLIFTON SAVINGS BANCORP, INC.2004
STOCK-BASED INCENTIVE PLAN, and
3. "FOR" THE RATIFICATION OF THE APPOINTMENT OF RADICS & CO.,LLC AS
INDEPENDENT AUDITOR OF CLIFTON SAVINGS BANCORP, INC. FOR THE YEAR
ENDING MARCH 311, 2005.
If you have already returned the Company's proxy card, you have the right to
revoke it as to all matters covered thereby and may do so by subsequently
signing, dating, and mailing the enclosed GOLD proxy card. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE ANNUAL MEETING. Execution of a GOLD proxy card
will not affect your right to attend the Annual Meeting and to vote in person.
Any proxy may be revoked as to all matters covered thereby at any time prior to
the time a vote is taken by (i) filing with the Secretary of the Company a later
dated written revocation; (ii) submitting a duly executed proxy bearing a later
date to the Committee; or (iii) attending and voting at the Annual Meeting in
person. Attendance at the Annual Meeting will not in and of itself constitute a
revocation. The Incentive Plan may not be presently implemented unless a
majority of the outstanding Common Stock votes at the Annual Meeting are in
favor of the Incentive Plan.
Shares of Common Stock represented by a valid, unrevoked GOLD proxy card will be
voted as specified. You may vote for the Committee's position or withhold
authority to vote for the Committee's position by marking the proper box on the
GOLD proxy card. If no specification is made, such shares will be voted (i)
Against the "Incentive Plan", (ii) Withheld for the Directors, and (iii) for the
Independent Auditors.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed GOLD proxy card will, however, have discretionary voting
authority as such proxies regarding any other business that may properly come
before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the GOLD proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the GOLD proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to defeat the Incentive
Plan and support the Committee's position at the Annual Meeting. THE COMMITTEE
STRONGLY RECOMMENDS A VOTE AGAINST THE INCENTIVE PLAN.
CLIFTON SAVINGS BANCORP, INC.COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
July 30, 2004
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's position on the GOLD proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: D. F. King &
Co., Att: Richard Grubaugh, 48 Wall Street, New York, New York 10005, at
(888) -------.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS MEMBERS
The participants who comprise the Committee own in the aggregate 114,659 shares
of Common Stock, representing approximately less than one percent (1%) of the
total Common Stock outstanding, and Common Stock owned by the public
Shareholders and are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
September 27, 2003
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose
principal and executive offices are located at 47 Blueberry Drive, Woodcliff
Lakes, New Jersey 07677. Pollack and Seidman are co-general partners of PIP and
share the investment discretion and voting authority with respect to such
securities.
Lawrence Seidman is a private investor, with discretion over certain client
accounts and is the Manager of Federal and SAL, and the President of the
Corporate General Partner of SIP and SIP II, co-general partner of PIP and the
investment manager of Kerrimatt. See Footnote No. 1 below for information
concerning regulatory action.
Dennis Pollack is the co-general partner of PIP and shares discretion with
Seidman with respect to this entity, and is a businessman and a private
investor. In addition, Mr. Pollack is the President and Chief Executive Officer
of Pegasus Funding Group, Inc.
Robert Dickman is a private investor.
The following sets forth the name, business address, and the number of shares of
Common Stock of the Company beneficially owned as of July 16, 2004, by each of
the Committee Members [The actual stock purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class Business Address in Record Name of
- ------------------------------------------------------------------------------
1. Seidman and Associates Lanidex Center, 12,932 *
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment 19 Veteri Place 9,300 *
Partnership, L.P.(SIP) Wayne, NJ 07470
3. Seidman Investment 19 Veteri Place 5,208 *
Partnership II, L.P.(SIPII)Wayne, NJ 07470
4. Lawrence Seidman & Clients 19 Veteri Place 59,352 *
(9) Wayne, NJ 07470
5. Federal Holdings, LLC One Rockefeller Plaza 4,092 *
(Federal) New York, NY 10020
6. Kerrimatt, LP 80 Main St. 1,488 *
(Kerrimatt) West Orange, NJ 07052
7. Pollack Investment 47 Blueberry Drive 5,580 *
Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677
8. Robert Dickman 4900 No. Ocean Blvd.
Fort Lauderdale, FL 33308 55,307 *
- ------------------
(9) Includes all shares owed by SAL, SIP, SIPII, Federal, Kerrimatt, PIP and
Seidman's clients.
Seidman may be deemed to have sole voting power and dispositive power as to
53,772 shares beneficially owned by SIP, SIP II, SAL, Kerrimatt and Federal and
his discretionary clients and shared voting power and dispositive power with
Pollack as to the 5,580 shares owned by PIP.
On November 8, 1995, the acting director of the Office of Thrift Supervision
(OTS) issued a Cease and Desist Order against Seidman ("C & D") after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
*All entities total less than one (1) percent.
EXHIBIT B
Stock Purchase Transactions
Entity Date Cost Cost Shares
Purch per
Share
- -------------------------------------------------------------------------------
11-S&A 3/4/2004 12.0600 56,079.00 4,650
11-S&A 7/13/2004 11.8431 72,325.81 6,107
11-S&A 7/14/2004 11.8500 16,590.00 1,400
11-S&A 7/15/2004 11.8000 9,145.00 775
Subtotal 154,139.81 12,932
11-SIP 3/4/2004 12.0600 45,225.00 3,750
11-SIP 7/13/2004 11.8431 58,327.27 4,925
11-SIP 7/15/2004 11.8000 7,375.00 625
Subtotal 110,927.27 9,300
11-SIP II 3/4/2004 12.0600 25,326.00 2,100
11-SIP II 7/13/2004 11.8431 32,663.27 2,758
11-SIP II 7/15/2004 11.8000 4,130.00 350
Subtotal 62,119.27 5,208
12-Federal Holdings 3/4/2004 12.0600 19,899.00 1,650
12-Federal Holdings 7/13/2004 11.8431 25,664.00 2,167
12-Federal Holdings 7/15/2004 11.8000 3,245.00 275
Subtotal 48,808.00 4,092
12-Kerri-Matt 3/4/2004 12.0600 7,236.00 600
12-Kerri-Matt 7/13/2004 11.8431 9,332.36 788
12-Kerri-Matt 7/15/2004 11.8000 1,180.00 100
Subtotal 17,748.36 1,488
12-Pollack Invest Prtshp 3/4/2004 12.0600 27,135.00 2,250
12-Pollack Invest Prtshp 7/13/2004 11.8431 34,996.36 2,955
12-Pollack Invest Prtshp 7/15/2004 11.8000 4,425.00 375
Subtotal 66,556.36 5,580
Seidman & Clients 2/5/2004 10.0000 92,520.00 9,252
Seidman & Clients 3/12/2004 14.2894 3,572.35 250
Seidman & Clients 3/12/2004 14.2894 3,572.35 250
Seidman & Clients 3/12/2004 14.0949 14,094.85 1,000
Seidman & Clients 3/12/2004 14.0932 21,139.85 1,500
Seidman & Clients 3/12/2004 14.0932 21,139.85 1,500
Seidman & Clients 3/12/2004 14.0932 21,139.85 1,500
Seidman & Clients 3/12/2004 14.0916 42,274.85 3,000
Seidman & Clients 3/12/2004 13.6243 34,060.85 2,500
Subtotal 253,514.80 20,752
Dickman & Family Members 2/5/2004 10.0000 244,070.00 24,407
Dickman & Family Members 3/4/2004 12.3500 103,740.00 8,400
Dickman & Family Members 3/4/2004 11.2000 112,000.00 10,000
Dickman & Family Members 3/5/2004 12.2500 61,250.00 5,000
Dickman & Family Members 3/4/2004 11.2000 33,600.00 3,000
Dickman & Family Members 3/5/2004 11.2000 11,200.00 1,000
Dickman & Family Members 3/15/2004 13.9600 27,920.00 2,000
Dickman & Family Members 6/14/2004 12.2900 18,435.00 1,500
Subtotal 612,215.00 55,307
Total 1,326,028.87 114,659
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF CLIFTON
SAVINGS BANCORP, INC. BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence Seidman or Bob Dickman with full power
of substitution as proxy for the undersigned, to vote all shares of common
stock, par value $.01 per share of Clifton Savings Bancorp, Inc., (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on September 7, 2004, or any adjournment(s) or
postponement(s) thereof (the "Meeting"), as follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below).
Frank J. Hahofer and John Stokes
FOR WITHHOLD FOR ALL EXCEPT
_ _ _
|_| |_| |_|
______________________________________________
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED ABOVE.
THE COMMITTEE RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL:
2. The approval of the Clifton Savings Bancorp, Inc. 2004 Stock-Based Incentive
Plan.
__ __ __
For |__| Against |__| Abstain |__|
3. The ratification of the appointment of Radics & Co., LLC as independent
auditors of Clifton Savings Bancorp, Inc. for the year ending March 31, 2005.
__ __ __
For |__| Against |__| Abstain |__|
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted WITHHOLD for the election of the Company's nominees, Hahofer and Stokes,
AGAINST the approval of the Clifton Savings Bancorp, Inc. 2004 Stock-Based
Incentive Plan, and FOR the ratification of the appointment of Radics & Co., LLC
as independent auditors. This proxy revokes all prior proxies given by the
undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.