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.1 )
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
INTERCHANGE FINANCIAL SERVICES CORPORATION
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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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2) Aggregate number 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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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials
- --------------------------------------------------------------------------------
[ ] 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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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INTERCHANGE FINANCIAL SERVICES CORPORATION
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ANNUAL MEETING OF SHAREHOLDERS
May , 2006
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PROXY STATEMENT OF THE INTERCHANGE FINANCIAL SERVICES CORPORATION
COMMITTEE TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF DIRECTORS OF INTERCHANGE
FINANCIAL SERVICES CORPORATION]
This Proxy Statement and WHITE proxy card are being furnished to holders of the
common stock (the "Shareholders"),(the "Common Stock") of Interchange Financial
Services Corporation (the "Company") a New Jersey Corporation, in connection
with the solicitation of proxies (the "Proxy Solicitation") by the Interchange
Financial Services Corporation Committee to Preserve Shareholder Value (the
"Committee"). The Annual Meeting of Shareholders is to be held on May _____,
2006. Please refer to the Company's proxy statement for the time and location of
this meeting (the "Annual Meeting"). Shareholders who own the Common Stock on
March 3, 2006 will be entitled to vote ("Annual Meeting Record Date"). The
Company's principal executive offices are located at Park 80 West/Plaza Two,
Saddle Brook, New Jersey 07663.
At the Annual Meeting, the Company will be seeking (i) the election of five
Directors for a term of three years or until a successor has been elected and
qualified and (ii) ratification of the appointment of Deloitte & Touche, LLP
independent auditors.
The Committee members own approximately 1,024,405 shares, which represents _._%
of the Company's outstanding Common Stock, as of __________, 2006, based upon
the Company's Form 10-K filed for the period ending December 31, 2005 and are
soliciting the votes of other Shareholders to elect two Directors for a
three-year term at this year's Annual Meeting in opposition to the five (5)
directors nominated for election by the Company. The Committee is soliciting
your proxy in support of the election of Neal Axelrod (Axelrod) and Raymond
Vanaria (Vanaria)(the "Committee Nominees") to the Company's Board of Directors.
The Committee consists of the Committee Nominees, 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; Broad Park
Investors, L.L.C., a New Jersey limited liability company ("Broad Park"),
Federal Holdings, LLC ("Federal"), a New York Limited Liability Company; Pollack
Investment Partnership, LP ("PIP"), a New Jersey Limited Partnership, Dennis
Pollack ("Pollack"), and Lawrence Seidman ("Seidman"). This Proxy Statement and
WHITE proxy card are being first mailed or furnished to Shareholders on or about
April ______, 2006.
The Committee's goal is to preserve shareholder value. It is the opinion of the
Committee that one of the best ways to accomplish this goal is through the
representation of a significant shareholder on the Board of Directors. Mr.
Seidman requested that the Board be expanded by one (1) and that a Committee
representative be added to the Board. This would have avoided the need for a
time-consuming and expensive proxy contest. The Company refused this request.
Through representation on the Board of Directors, the Committee's Nominees would
attempt to persuade the Board of Directors to: (i) accelerate the Company's
share repurchase program; and (ii) retain an investment banker to determine the
value of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one that counts, so return the WHITE
card even if you delivered a prior proxy. We urge you not to return any proxy
card sent to you by the Company.
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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 WHITE 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 for the Committee Nominees.
If your shares are registered in more than one name, the WHITE proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
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 Deloitte & Touche, LLP, 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 disclosed in the Company's proxy statement. 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.
Attn: Richard Grubaugh
48 Wall Street
New York, New York 10005
(Call Toll Free (888)628-8208)
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THE COMMITTEE'S GOAL:
MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
The Committee believes its fellow Shareholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to analyze the Company's
value in a sale versus remaining independent to assist the Company's Board in
reaching an informed decision on how to maximize shareholder value. An
investment banking firm would be able to provide the Board with invaluable
statistical and market data that the Company could not obtain on its own. This
information should assist the Board in making an informed financial decision. In
addition, the investment banker would be asked to evaluate whether the Company
can make in-market acquisitions that are accretive (acquisitions that will add
to the earnings per share of the Company within one year) and hopefully suggest
ways to improve the Company's efficiency ratio.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
Mr. Anthony Abbate, (Abbate), President and Chief Executive Officer of the
Company, at a breakfast meeting with Mr. Seidman, admitted that he was aware of
several financial institutions willing to pay a significant premium to the
Company's then trading price of approximately $17.00 per share. It was also
discussed that at least one of the most interested possible buyers most likely
would be acquired within the next two to three years. Such a transaction would
provide the Shareholders with an opportunity for a second acquisition premium,
or a "double dip." Mr. Abbate admitted that he was not interested in pursuing a
sale of the Company because he just was not ready to retire.
No guarantee, or assurance, can be given that the Committee's proposals will
result in a maximization of Shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all Shareholders.
MR. SEIDMAN'S BREAKFAST MEETING
WITH MR. ABBATE
Prior to Mr. Seidman's filing of the original Schedule 13D on April 13, 2005, he
had a breakfast meeting with Mr. Abbate. At this meeting, Messrs. Seidman and
Abbate discussed ways to enhance shareholder value. Mr. Seidman requested that
the size of the Company's Board be enlarged by one seat and that Mr. Seidman's
representative be added to the Board. Mr. Abbate stated that he thought that in
a sale, the Company was worth more than Mr. Seidman's $23 to $24 per share
valuation. Mr. Abbate also admitted that a sale of the Company was the best way
to maximize shareholder value. Unfortunately, he said he would not pursue a sale
at this time because he was not ready to retire.
MR. SEIDMAN'S MAY MEETING WITH MESSRS.
ABBATE AND ANTHONY D. ANDORA ("ANDORA")
In May 2005, Mr. Seidman and his attorney met with Messrs. Abbate and Andora,
and the Company's attorney. Mr. Seidman again requested that the Company's Board
be enlarged by one (1) seat, and that Mr. Seidman's representative be added to
the Board. Mr. Seidman also re-stated his position that the Company's earning
per share had not materially increased in the past 21/2years. Mr. Seidman
suggested that the Board conduct a comprehensive study to determine if a sale of
the Company would be more advantageous to the Shareholders than the Company
remaining an independent financial institution, especially since certain
financial institutions
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may be interested in purchasing the Company at a reasonable premium to its
present market price. Shortly after the meeting, the Company notified Mr.
Seidman that his request for Board representation was denied.
MR. SEIDMAN'S LETTERS TO MR. ABBATE AND
ALL OF THE COMPANY BOARD MEMBERS
On June 28, 2005, Mr. Seidman sent a letter to Mr. Abbate, a copy of which was
attached to a filed Schedule 13D, Amendment #1. The June 28, 2005 letter
conveyed Mr. Seidman's disappointment with: (i) the Company's refusal to enter
into meaningful and substantive discussions concerning the best ways to enhance
shareholder value; (ii) the Board's refusal to increase the Board's size to
accommodate Mr. Seidman's representative on the Board; and (iii) the Company's
inability to grow its earnings per share (EPS). Mr. Seidman pointed out that the
Company earned the same $.23 per share for the quarter ended September 2003 and
March 2005. Therefore, the Company's increased stock price did not correspond to
any earnings increase.
On August 22, 2005, Mr. Seidman sent another letter to Mr. Abbate, a copy of
which was attached to a filed Schedule 13D, Amendment #2. This letter again
complained about the lack of EPS growth. In addition, the letter also complained
about the Company's failure to hold the line on the net interest margin. As an
attachment to the letter, Mr. Seidman included exhibits that compared the
Company's peer group ranking for EPS growth, net interest margin growth and net
interest margin. In addition, Mr. Seidman suggested that because of the stagnant
EPS growth, that if Mr. Abbate was serious about maximizing shareholder value,
the Company should hire an investment bank and solicit bids from potential
acquirers. The basis of Mr. Seidman's complaints about the lack of EPS growth
and failure to hold the line on the net interest margin are based upon the data
contained in the Exhibits attached to the letter.
On November 11, 2005, Mr. Seidman sent another letter to Mr. Abbate, a copy of
which was attached to a filed Scheduled 13D, Amendment #3. In the letter, Mr.
Seidman complained about the Company's lagging stock price compared to its peers
and again noted that the Company had no core earnings growth. It was Mr.
Seidman's opinion that there were a handful of companies willing to pay a
significant premium to the Company's November 8, 2005 trading price of $17.71.
In addition, it was also Mr. Seidman's opinion that some of these potential
acquirers would be acquired in the next two to three years, providing the
Company Shareholders an opportunity for a second acquisition premium or a
"double dip." Mr. Seidman does not have any binding offer from any financial
institution. In addition, there is no assurance that any bid for the Company
above the current market price would be forth coming from any financial
institution in the event the Company chose to implement the Committee's
recommendations. In addition, there is no assurance that the specific company
discussed would be acquired within the next two to three years.
As stated above, each letter has been filed with the Securities and Exchange
Commission and they are publicly available to be read in their entirety by any
Shareholder. Mr. Seidman, upon request, will provide copies of any of the
letters to any Shareholder.
TWO CANDIDATES ARE
NOMINATED FOR THE COMPANY'S
BOARD OF DIRECTORS
By letter dated December 9, 2005, SAL nominated Messrs. Vanaria and Axelrod for
election to the Company's Board of Directors at the Company's 2006 Annual
Meeting in opposition to the directors to be proposed by the Company's
management. (See Schedule 13D, Amendment #4 filed on December 12, 2005). By
letter dated December 19, 2005, Mr. Abbate informed Seidman that the Nominating
Committee of the Board of Directors determined that Messrs. Axelrod and Vanaria
were not eligible to
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serve on the Board of Directors pursuant to Article II, Section 10 of the
Company's bylaws.
Mr. Seidman and his counsel disagreed with the Company's position but to avoid
costly litigation, Mr. Axelrod, by letter dated January 9, 2006, nominated
himself and Vanaria for election to the Company's Board of Directors. The
Company, by letter dated January 26, 2006, also rejected Mr. Axelrod's attempt
to nominate Mr. Vanaria and himself.
On January 17, 2006, the Company amended its bylaws to establish procedural and
informational requirements with respect to shareholder nominations of
individuals for election to the Company's Board of Directors (See Form 8-K filed
on January 23, 2006). The nomination of Messrs. Vanaria and Axelrod was not
submitted in compliance with the procedural and informational requirements of
the January 17, 2006 amendments to the Company's By-laws.
On February 2, 2006, SAL and Axelrod filed suit by way of Order to Show Cause
and Complaint (Superior Court of New Jersey, Chancery Division, Passaic County,
(Docket No. C-25-06) against the Company and all its directors, requesting, in
part, that the Court declare the nomination of Vanaria and Axelrod to be proper
and for an order directing the Company to provide SAL and Axelrod, or their
representatives, with the appropriate shareholder lists.
THE COMPANY HAS HIT A
PER SHARE EARNINGS WALL
The following chart demonstrates that the Company's EPS has been basically flat
since the end of the September 2002 quarter.
YEAR Q1-MAR Q2-JUN Q3-SEP Q4-DEC
---------- ------ ------ ------ ------
2005 .23 .23 .24 .30*
2004 .20 .22 .24 .27
2003 .23 .23 .23 .22
2002 .23 .23
* Approximately $.04 of the EPS increase is from a onetime gain from the
curtailment of the Defined Benefit Pension Plans.
Therefore, the appreciation in the Company's stock price can only be attributed
to an increase in the Company's Price to Earnings Ratio, and not an increase in
its EPS.
It is Mr. Seidman's opinion based upon approximately 20 years as an investor in
financial institutions that if the management of the Company cannot increase
core operating revenues and EPS, exclusive of one-time expense reductions, then
management should seek a sale or merger for the Company.
THE PRICE RECEIVED BY ALL NEW JERSEY BANKS
IN THE LAST TWO CALENDAR YEARS COMPARED TO
THE COMPANY'S FINANCIAL RESULTS
The Company's stock, based upon its closing price of $18.36 on February 3, 2006,
is trading at 2.06 times its December 31, 2005 approximate $8.89 book value and
18.54 times its diluted earnings per share of $.99 for the twelve months ended
December 31, 2005. The Company's return on average equity for calendar year 2005
was 12.38%. In the opinion of the Committee, unless the Company can do a
material accretive acquisition, or significantly increase its earnings per share
and return on equity, a sale of the Company at this time may be more
economically beneficial than the Company remaining an independent financial
institution. These facts are supported by the following charts, which reflect
the announced mean and median price to book value, price to last twelve months
earnings multiple and deposit premium paid for New Jersey commercial banks
acquired in 2004 and 2005.
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NEW JERSEY MERGER ACTIVITY 2004 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE
PRICE/ PREMIUM/
DEAL PRICE/ LTM (1)PRICE/ CORE
Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS
BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3)
- ------------------------------------------------------- --------- --------- --------- --------- --------- ---------
1.
Sun Bancorp Inc./Community Bancorp of NJ 2/16/04 83.2 316.15 33.36 25.53 20.23
Fulton Financial Corp./First Washington Fin. Corp. 6/14/04 127.2 318.15 25.51 31.76 23.42
Monmouth Community Bancorp/Allaire Community Bank 6/30/04 53.0 NM NM NM NM
Valley National Bancorp/NorCrown Bank 11/9/04 141.0 317.30 24.15 25.49 19.70
Valley National Bancorp/Shrewsbury Bancorp 12/2/04 136.0 213.24 22.99 40.10 22.90
Center Bancorp Inc./Red Oak Bank 12/17/04 27.0 221.32 40.27 36.25 24.79
MEAN 94.6 277.2 29.3 31.8 22.2
MEDIAN 105.2 316.2 25.5 31.8 22.9
NEW JERSEY MERGER ACTIVITY 2005 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE
PRICE/ PREMIUM/
DEAL PRICE/ LTM (1)PRICE/ CORE
Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS
BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3)
- ------------------------------------------------------- --------- --------- --------- --------- --------- ---------
1.
Fulton Financial Corp./SVB Financial Services Inc. 1/11/05 89.6 302.28 25.88 21.29 15.90
Interchange Financial Svcs./Franklin Bank 6/23/05 25.3 241.72 18.22 36.18 22.93
TD Banknorth, Inc./Hudson United Bancorp 7/11/05 1,898.7 360.35 15.12 30.36 27.34
Two River Community Bank/Town Bank 8/16/05 39.0 258.65 25.00 29.93 23.30
Sun Bancorp, Inc./Advantage Bank 8/25/05 37.0 244.20 42.85 24.42 17.99
Susquehanna Bancshares,Inc./Minotola National Bank 11/04/05 166.1 205.68 25.48 30.80 17.23
MEAN 376.0 268.8 25.4 28.8 20.8
MEDIAN 64.3 251.4 25.2 30.1 20.5
The source of the above ratios is SNL Financial Datasource. The Committee has
used SNL Financial instead of the ratios provided by individual financial
institutions, or its own calculations, because of SNL Financial's standardized
methodology for calculating the ratios in contrast to various methods to
calculate the ratios used by different individuals and institutions. The
Committee has not independently verified the accuracy of the SNL Financial
ratios.
Based upon the bank 2004 mean and median valuations shown above, as well as the
Company's approximate $8.89 book value, $.99 diluted earnings per share, $1.260
billion in total deposits and $1.224 billion in core deposits* for the Calendar
Year ending 2005, the Company is worth the following per share dollar amounts:
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Price/ Franchise Premium/
Deposit Core Deposits
Book Value LTM Earning (1)(3) (2)(3)
----------- ----------- ----------- ------------------
MEAN 24.65 28.96 19.58 18.69
MEDIAN 28.11 25.25 19.90 19.12
*estimated $ amount
Based upon the bank 2005 mean and median valuations shown above, as well as the
Company's approximate $8.89 book value, $.99 diluted earnings per share, $1.260
billion in total deposits and $1.224 billion in core deposits* for the Calendar
Year 2005, the Company is worth the following per share dollar amounts:
Price/ Franchise Premium/
Deposit Core Deposits
Book Value LTM Earning (1)(3) (2)(3)
----------- ----------- ----------- ------------------
MEAN 23.90 25.17 18.02 17.84
MEDIAN 22.35 24.99 18.83 17.66
*estimated $ amount
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(1)PRICE/DEPOSIT - Deal Value as a percentage of the Entity Sold's total
deposits. If the Buyer acquires less than 100% of the Entity Sold's Equity, the
denominator of the ratio is multiplied by the percent acquired.
DEAL VALUE -- Aggregate price paid for the equity of the Entity Sold in the
transaction, as of the event in question. Where available, Deal Value is
calculated as the number of fully diluted shares outstanding, less the number of
shares excluded from the transaction, multiplied by the deal value per share,
less the number of "in the money" options/warrants/stock appreciation rights
times the weighted average strike price of the options/warrants/stock
appreciation rights. Deal Value excludes debt assumed and employee retention
pools.
(2)FRANCHISE PREMIUM/CORE DEPOSITS - (Deal Value - Entity Sold's Tangible Book)
/Entity Sold's Core Deposits.
CORE DEPOSITS - Federally insured Bank deposits, excluding accounts with
balances over $100,000 and brokered deposits.
TANGIBLE EQUITY - Total Equity less Total Intangible Assets.
(3) The source for the above ratios and definitions is SNL Financial.
There can be no assurance or guarantee that the Company would receive a price
equal to or greater than the mean or median ratio stated above.
THEREFORE A VOTE FOR THE COMMITTEE NOMINEES IS A VOTE TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE PROGRAM, LOOK AT POTENTIAL ACCRETIVE
ACQUISITIONS AND IF UNFEASIBLE TO SELL THE COMPANY FOR A PREMIUM
PRICE, WHICH IS OPPOSED BY THE PRESENT BOARD AND MANAGEMENT
Each Shareholder should be aware that the present election is only to elect five
Directors to the Board of Directors of the Company (the Committee is running two
nominees) and has nothing to do with the election of Directors for Interchange
Bank (the "Association"), the principal operating subsidiary of the Company. The
present Directors of the Company, even if the Committee Nominees win this
election, will still be able to appoint the Board of Directors of the
Association, including the Company Nominees, even if they lose the election.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will (i) review in detail the Company's business plan,
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(ii) discuss the Company's business plan with the Company's management,
advisors, and the other directors and (iii) based upon their past business
experience, make recommendations they feel will have the effect of increasing
the Company's net income, earnings per share, earning assets and deposits. There
is no assurance that the Committee Nominees will have any suggestions that the
Company had not already considered. Furthermore, there is no assurance that any
suggestions made by the Committee Nominees would be approved by a majority of
the Company's Board. The Committee Nominees would however, request that the
Company aggressively pursue its publicly announced stock repurchase program. In
addition, the Committee Nominees will attempt to persuade the Company to pursue
an accretive acquisition. The Board of Directors of the Company would have to
determine a satisfactory price, which could be either all cash or stock or a
combination of cash and stock. (The Board would have to make the same
determination with respect to the consideration to be received in connection
with a sale of the Company.) To accomplish the Committee's goal, the Committee
Nominees, if elected, will need the cooperation of five of the other Directors.
Furthermore, the Committee Nominees' plans could change, subject to the
fiduciary duty they will owe to all Shareholders, if elected.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale of the Company upon statements by Mr. Abbate to Mr.
Seidman at their breakfast and subsequent phone conversations. Mr. Abbate stated
that at the present time the Board is not interested in pursuing a sale of the
Company and would prefer remaining independent.
Shareholders will not be afforded a separate opportunity to vote on the
implementation of a stock repurchase program. Shareholders will be required to
vote on certain sales or mergers involving stock, but a cash acquisition may not
require Shareholder approval.
On July 26, 2005, the Company announced that the Board of Directors had
authorized a stock repurchase program until July 31, 2006 for 950,000 shares, or
approximately 5%, of the Company's outstanding stock. As of February 3, 2006,
there has been no public announcement that the Company has purchased any stock
pursuant to this authorization. What is the Company waiting for?
COST CONTROL
On October 27, 2005, the Association's Board of Directors adopted a resolution
to "freeze" all future benefit accruals and the Association's Pension Plan, a
non- contributory defined benefit pension plan, effective December 31, 2005. The
Company recognized a one-time pre-tax gain of approximately $1.2 million in
connection with the freezing of the retirement plan. In 2006, it is anticipated
that the freezing of the benefit accruals will result in annual pre-tax service
cost savings of approximately $500,000. The Association amended its 401(k) plan,
increasing the fixed contribution to employees to 2% from 1%. In 2006, it is
anticipated that the annual pre-tax cost of the increase in the fixed
contribution will be approximately $140,000.
In its Form 10-Q for the quarter ended September 30, 2005 (page 29), the Company
disclosed that it has "eliminated or curtailed certain positions in October
which should produce estimated annual cost savings of $400 thousand. However,
the cost savings realized will likely be somewhat offset by an increase in
personnel in other revenue producing areas such as lending or new branch
personnel."
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MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Seidman has been involved in proxy contests in connection with the following ten
separate companies since 1995: Wayne Bancorp, Inc. ("WYNE"), IBS Financial Corp.
("IBSF"), South Jersey Financial Corp., Inc. ("SJFC"), First Federal Savings and
Loan Association of East Hartford ("FFES"), Citizens First Financial Corp.
("CFSB"), Vista Bancorp, Inc. ("Vista"), United National Bancorp ("UNBJ"), GA
Financial, Inc. ("GAF"), Yonkers Financial Corp. ("YFCB") and Kankakee Bancorp,
Inc. ("KNK"), seeking to maximize Shareholder value by either an accretive
acquisition or sale of the respective companies. WYNE, ISBF, SJFC, FFES, VBNJ,
UNBJ, GAF and YFCB were sold at significant premiums to their book value and
earnings, as shown by the following chart:
LTM
Multiples [X] EPS
Seller Buyer Book Value % [X] Director Nominees
- ---------- ---------------------------- ------------- ------ ------------------------------------
WYNE Valley National Bancorp 2.00 35.1 Seidman nominee on Board
IBSF Hudson United Bancorp 1.87 38.4 No Seidman director on Board
SJFC Richmond Cty. Fin. Corp. 1.16 24.7 Seidman and Seidman nominee on Board
FFES Connecticut Bancshares, Inc. 1.37 13.5 Seidman on Board by consent
VBNJ United National Bancorp 2.52 19.6 No Seidman director on Board
UNBJ PNC Fin. Svcs. Group, Inc. 2.37 21.9 No Seidman director on Board
GAF First Commonwealth Financial 1.84 24.3 No Seidman director on Board
YFCB Atlantic Bank of New York 1.52 16.2 No Seidman director on Board
Seidman was not successful in his proxy contest with CFSB, VBNJ, UNBJ, YFCB or
KNK. However, Seidman was successful in having CFSB conduct a Dutch Auction for
15% of its outstanding shares. Seidman had proposed this Dutch Auction, and in
an agreement with CFSB, agreed to tender the shares he controlled into the
auction and to execute a standstill agreement. CFSB's counsel told Mr. Seidman
that unless he was willing to tender his shares and enter into the Standstill
Agreement, CFSB would not conduct the Dutch Auction. Thus, the Dutch Auction
resulted in large measure from proposals made by, and actions undertaken, by
Seidman. With respect to YFCB, Seidman continually pushed YFCB to sell. On
November 14, 2001 YFCB announced a sale to Atlantic Bank of New York at $29.00
cash per share, based upon the above ratios.
The Board of Directors of FFES, CNY Financial Corp. ("CNYF") and Ambanc Holding
Company ("AHCI"), each agreed voluntarily to increase by one (1) the size of the
Board and Seidman was added to each respective Board. With respect to FFES,
Seidman conducted a proxy contest to have the FFES shareholders vote to rescind
certain By-laws amendments. This proxy contest was successful. Thereafter,
Seidman was added to the Board. CNYF was sold to Niagara Bancorp, Inc. at a
premium price of 1.30 times book and 27.6 times its last twelve (12) month
earnings. AHCI was sold to Hudson River Bancorp, Inc. at a premium price of 1.25
times book and 25.6 times its last twelve (12) months earnings.
In addition, Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of 1st Bergen
Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), Jade Financial
Corporation ("IGAF") and Alliance Bancorp of New England, Inc. ("ANE"). All four
institutions were sold after the respective announcements. FBER was sold to
Kearney Savings Bank for 1.78 times book value and 28.6 times earnings. EGLB was
sold to First Busey Corporation ("FBC") for 1.41 times book value and 30.3 times
earnings. IGAF was sold to PSB Bancorp, Inc. for 0.92 times book value and 26.1
times earnings. ANE was sold to New Alliance Bancshares, Inc. for 2.46 times
book value and 19.4 times earnings. Except for IGAF, these companies were sold
at a significant premium to book value and earnings and its prevailing stock
price.
In addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of First Federal
9
Bancshares, Inc. ("FFBI") and Central Bancorp, Inc. ("CEBK"). FFBI conducted a
Dutch Auction for approximately 30% of its outstanding shares at $33.50. Mr.
Seidman tendered his shares into the Dutch Auction, selling a significant
percentage of his position at a significant profit, and therefore was no longer
required to file a Schedule 13D. Mr. Seidman, after significant litigation with
CEBK, sold his entire position through public market sales at an approximate
break-even price. Both companies are still publicly traded today.
On December 6, 2002, Michael A. Griffith was appointed to the KNK Board of
Directors. His appointment was part of an agreement with an investor group led
by Jeffrey L. Gendell, which owned apprximately 9.8% of KNK's outstanding
shares. On January 17, 2003, KNK announced, among other things, the resignation
of Larry Huffman, the President and Chief Executive Officer, and the election of
Mr. Griffith as the new KNK Chairman.
Mr. Seidman conducted a vote "No" campaign against SE Financial Corp. ("SEFL").
SEFL was seeking approval of the SE Financial Corp. 2005 Stock Option Plan and
SE Financial Corp. 2005 Restricted Stock Plan. SEFL withdrew those matters from
consideration the morning of the annual shareholders meeting at which these
matters were to be voted upon.
The source of the above ratios is SNL Financial Datasource. The Committee has
used SNL Financial instead of the ratios provided by individual financial
institutions, or its own calculations, because of SNL Financial's standardized
methodology for calculating the ratios in contrast to various methods to
calculate the ratios used by different individuals and institutions. The
Committee has not independently verified the accuracy of the SNL Financial
ratios.
There is no guarantee or representation made by Mr. Seidman or the Committee
that the Company can be sold for a premium equal to or greater than the premium
paid for the commercial banks and thrifts mentioned in this proxy statement.
Furthermore, there can be no assurance that the Company could obtain a similar
sales price to any of the above companies in the event the Company pursued a
sale. There is also no assurance that the Committee Nominee's election to the
Board will, on its own, enhance Shareholder value. However, it will send an
appropriate message to the Company's management and present Board that the
Shareholders desire representation on the Board by significant Shareholders.
ELECTION OF COMMITTEE NOMINEES
When you return the Committee's proxy card, you are only voting for Axelrod and
Vanaria. Messrs. Axelrod and Vanaria have consented to being named in this Proxy
statement and have agreed to serve as a Director, if elected.
Raymond Vanaria is forty seven years of age and his residence address is 140
Pines Lake Drive East, Wayne, New Jersey 07470. He graduated from Fairleigh
Dickinson University in 1980 with a Bachelor of Science degree in accounting and
a Master of Business Administration in Finance in 1983. He is a New Jersey
licensed Certified Public Accountant. From 1980-1983, he was an accountant with
Price Waterhouse. From 1983 to the present, he has been employed by Malesardi,
Quackenbush, Swift & Company, LLC, and has been a partner since 1988. He is
currently a member of the American Institute of Certified Public Accountants,
New Jersey Society of Certified Public Accountants, Lakeland Bank Advisory Board
(he will resign if he is elected to the Company's Board) and Wayne Boys and
Girls Club Board of Trustees. He was previously a member of the Bergen
Commercial Bank Accounting Advisory Board, and St. Mary's Church Finance
Committee. From 1983 to 1991, Mr. Vanaria was an Adjunct Professor of Accounting
at Ramapo College of New Jersey.
Neal Axelrod is fifty two years of age and his residence address is 3 Marigold
Court, Edison, New Jersey 08820. He graduated from Lehigh University in 1974
with a Bachelor of Science degree in Business and Economics with majors in
Accounting and Management. From 1975-1978, he was employed as an accountant with
Berenson
10
Berenson Adler & Co., and from 1978 to the present, he has operated his own
accounting practice through Neal Axelrod, CPA. From 1989 to 2000, he was the
Executive Vice President of North Edison Baseball and Softball League, and from
1986-2002, was Executive Vice President of CJ Mustangs. From 1998 to the
present, he has been Executive Vice President of Israel Sports Exchange, and
from 1998 to the present, he has been a member of the New Jersey State
Federation of Baseball Umpires and Interscholastic Athletic Association and
Union County Amateur Softball Association.
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 SIPII, Pollack, PIP, Broad Park
and the Committee Nominees were parties to a civil proceeding that 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 SIPII, Pollack, PIP, Broad Park and the
Committee Nominees. 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, General Partner of PIP, and is the President
of the Corporate General Partner of SIP and SIPII and the investment manager for
Broad Park and Federal; and, in that capacity, Mr. Seidman has the authority to
cause those entities to acquire, hold, trade, and vote these securities. SAL,
SIP, SIPII, Broad Park, 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, Broad Park, 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 an approximate $1,100,000 annual
salary and a percentage of the profits, after the Members receive a return on
their investment. In SIP, SIP II, Broad Park, Federal and PIP, Seidman receives
an annual fee, which is payable
11
quarterly, based upon a valuation of the assets, and he receives a percentage of
the profits.
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
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.
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) that 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.
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
Deloitte & Touche, LLP, as independent accountants for the Company for the
fiscal year ending December 31, 2006.
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 all the individual Committee members, and employees
of D. F. King & Co. 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
12
by SAL, SIP, PIP, Federal, Broad Park 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 $50,000, 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
Committee's Nominees are elected, 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 WHITE 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 Nominees, you must submit the enclosed WHITE proxy card
and must NOT submit the Company's proxy card. 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
WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a WHITE 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.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will
be voted as specified. You may vote for the Committee's Nominees or withhold
authority to vote for the Committee's Nominees by marking the proper box on the
WHITE proxy card. Shares represented by a WHITE proxy card where no
specification has been made will be voted for the Committee's Nominees and for
Deloitte & Touche, LLP.
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 WHITE 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 WHITE 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 WHITE proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
INTERCHANGE FINANCIAL SERVICES CORPORATION COMMITTEE TO PRESERVE
SHAREHOLDER VALUE.
13
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 Nominees on the WHITE proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-952-0405, or our proxy solicitor: D. F. King & Co., Attn: Richard
Grubaugh, 48 Wall Street, New York, New York 10005, at (888) 628-8208.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 1,024,405
shares of Common Stock, representing approximately __________% of the shares
outstanding 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 100 Misty Lane, Parsippany, New Jersey 07054. 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 100 Misty
Lane, Parsippany, New Jersey 07054. 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 100 Misty
Lane, Parsippany, New Jersey 07054. 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.
Broad Park Investors, L.L.C. ("Broad Park") is a New Jersey limited liability
company, 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 August 31, 2007.
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, New York 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 100 Misty Lane, Parsippany, New
Jersey 07054. Seidman is the general partner of PIP and has 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 SAL, the President of the Corporate General
Partner of SIP and SIP II, general partner of PIP and the investment manager of
Federal and Broad Park. See Footnote No. 1 below for information concerning
regulatory action.
14
Dennis Pollack is a businessman and a private investor. In addition, Mr. Pollack
is the President and Chief Executive Officer of Pegasus Funding Group, Inc. and
Chief Operating Officer of Paulson & Company.
Raymond Vanaria is a private investor with sole discretion on all shares he
owns. See "Election of Committee Nominees" for complete resume.
Neal Axelrod is a private investor with sole discretion over all shares he owns.
See "Election of Committee Nominees" for complete resume.
The following sets forth the name, business address, and the number of shares of
Common Stock of the Company beneficially owned as of February 3, 2006, by each
of the Committee Members [The actual stock purchase transactions are set forth
on Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Owned & Owned Percent
Name Class Business Address in Record Name of
- ------------------------------ --------------------------- ---------------- -------
1. Seidman and Associates Lanidex Center, 314,120 1.56
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment Lanidex Center, 262,647 1.30
Partnership, L.P.(SIP) 100 Misty Lane
Parsippany, NJ 07054
3. Seidman Investment Lanidex Center 126,891 (3)
Partnership II, L.P. 100 Misty Lane
(SIPII) Parsippany, NJ 07054 996,905 4.95
4. Lawrence Seidman and 19 Veteri Place
discretionary clients Wayne, NJ 07470
(1)
5. Federal Holdings, LLC One Rockefeller Plaza 97,110 (3)
(Federal) New York, NY 10020
6. Broad Park Investor, LLC 80 Main St. 81,450 (3)
(Broad Park) West Orange, NJ 07052
7. Pollack Investment 47 Blueberry Drive 82,436 (3)
Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677
8. Dennis Pollack 47 Blueberry Drive 25,000 (3)
(Pollack) Woodcliff Lake, NJ 07677
10. Raymond Vanaria (2) 140 Pines Lake Drive East 2,000 (3)
Wayne, NJ 07470
11. Neal Axelrod (2) 3 Marigold Court 500 (3)
Edison, NJ 08820
- ----------
(1) Includes all shares owed by SAL, SIP, SIPII, Federal, Broad Park, and PIP.
(2) The individual has sole voting and dispositive power for the shares he owns.
(3) Less than 1%.
Seidman may be deemed to have sole voting power and dispositive power as to
996,905 shares beneficially owned by SIP, SIP II, SAL, Broad Park, PIP, Federal,
and his discretionary clients. 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 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
15
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.
EXHIBIT B
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
SAL 12/27/2001 8.3603 10,617.60 1,270
SAL 1/7/2002 8.4453 42,750.00 5,062
SAL 2/12/2002 9.0000 40,581.00 4,509
SAL 2/14/2002 8.9556 24,180.00 2,700
SAL 3/11/2004 14.9953 48,809.59 3,255
SAL 4/14/2004 15.1764 264,631.50 17,437
SAL 4/15/2004 15.1800 70,587.00 4,650
SAL 4/29/2004 15.0367 55,936.40 3,720
SAL 4/30/2004 15.0267 54,501.72 3,627
SAL 5/6/2004 14.9950 66,233.05 4,417
SAL 5/7/2004 15.0046 90,702.81 6,045
SAL 5/12/2004 14.9438 31,964.79 2,139
SAL 5/17/2004 14.9236 31,220.10 2,092
SAL 5/18/2004 14.9236 86,735.68 5,812
SAL 5/19/2004 14.9200 34,689.00 2,325
SAL 5/20/2004 14.8900 69,238.50 4,650
SAL 6/1/2004 15.1899 30,364.54 1,999
SAL 6/9/2004 15.3333 35,650.00 2,325
SAL 6/10/2004 15.3047 24,900.75 1,627
SAL 6/14/2004 15.2781 76,726.45 5,022
SAL 6/18/2004 15.6200 476,472.48 30,504
SAL 6/22/2004 15.5000 36,037.50 2,325
SAL 7/1/2004 15.9212 18,500.41 1,162
SAL 7/7/2004 15.9333 222,270.00 13,950
SAL 7/8/2004 15.8285 80,962.61 5,115
SAL 7/14/2004 15.9000 36,967.50 2,325
SAL 7/14/2004 15.9333 481,585.00 30,225
SAL 7/19/2004 15.8735 18,445.00 1,162
SAL 7/22/2004 15.8578 55,296.17 3,487
SAL 7/26/2004 15.8250 15,825.00 1,000
SAL 7/26/2004 15.8250 27,772.88 1,755
SAL 7/26/2004 15.8250 7,912.50 500
SAL 7/29/2004 15.7000 58,404.00 3,720
SAL 8/4/2004 15.6667 135,360.00 8,640
SAL 8/6/2004 15.5333 33,552.00 2,160
SAL 8/9/2004 15.4067 33,278.40 2,160
SAL 8/9/2004 15.4484 28,703.05 1,858
SAL 8/31/2004 16.0333 13,852.80 864
SAL 9/23/2004 16.1520 84,313.44 5,220
SAL 9/28/2004 15.9740 17,363.75 1,087
SAL 9/30/2004 16.0200 48,780.90 3,045
SAL 11/18/2004 16.6679 54,104.00 3,246
SAL 11/19/2004 16.6649 54,994.10 3,300
SAL 12/7/2004 17.0000 72,675.00 4,275
SAL 12/15/2004 17.6333 251,275.00 14,250
SAL 12/17/2004 17.4200 74,470.50 4,275
SAL 1/3/2005 17.0853 81,958.02 4,797
16
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
SAL 1/4/2005 17.0014 48,454.00 2,850
SAL 1/4/2005 17.0333 24,272.50 1,425
SAL 1/5/2005 16.8667 72,105.00 4,275
SAL 1/5/2005 16.8680 50,604.00 3,000
SAL 1/5/2005 16.9333 48,260.00 2,850
SAL 1/7/2005 16.7333 23,845.00 1,425
SAL 1/11/2005 16.7000 38,076.00 2,280
SAL 1/12/2005 16.6917 28,542.75 1,710
SAL 1/13/2005 16.6325 28,441.63 1,710
SAL 2/22/2005 17.3800 33,891.00 1,950
SAL 2/24/2005 17.2500 21,528.00 1,248
SAL 2/28/2005 17.1500 22,295.00 1,300
SAL 3/22/2005 17.2026 89,229.89 5,187
SAL 3/23/2005 17.1000 55,352.70 3,237
SAL 3/24/2005 17.1000 14,535.00 850
SAL 3/29/2005 17.0903 42,657.39 2,496
SAL 4/1/2005 17.0727 79,900.24 4,680
SAL 4/5/2005 17.0000 364,650.00 21,450
SAL 10/10/2005 16.2025 66,349.17 4,095
SAL 10/11/2005 16.0777 56,272.00 3,500
SAL 10/12/2005 15.8632 23,985.20 1,512
Total 4,945,398.96 314,120
SIP 1/7/2002 8.4098 15,390.00 1,830
SIP 1/25/2002 8.8133 19,830.00 2,250
SIP 3/11/2004 14.9953 39,362.58 2,625
SIP 4/14/2004 15.1765 213,412.50 14,062
SIP 4/15/2004 15.1800 56,925.00 3,750
SIP 4/29/2004 15.0367 45,110.00 3,000
SIP 4/30/2004 15.0267 43,953.00 2,925
SIP 5/6/2004 14.9954 53,413.75 3,562
SIP 5/7/2004 15.0046 73,147.43 4,875
SIP 5/12/2004 14.9438 25,778.06 1,725
SIP 5/17/2004 14.9244 25,177.50 1,687
SIP 5/18/2004 14.9239 69,948.13 4,687
SIP 5/19/2004 14.9200 27,975.00 1,875
SIP 5/20/2004 14.8900 55,837.50 3,750
SIP 6/1/2004 15.1908 24,487.53 1,612
SIP 6/9/2004 15.3333 28,750.00 1,875
SIP 6/10/2004 15.3058 20,081.25 1,312
SIP 6/14/2004 15.2781 61,876.17 4,050
SIP 6/18/2004 15.6200 384,252.00 24,600
SIP 6/22/2004 15.5000 29,062.50 1,875
SIP 7/1/2004 15.9228 14,919.69 937
SIP 7/7/2004 15.9333 179,250.00 11,250
SIP 7/8/2004 15.8285 65,292.43 4,125
SIP 7/14/2004 15.9000 29,812.50 1,875
SIP 7/14/2004 15.9333 388,375.00 24,375
SIP 7/19/2004 15.8751 14,875.00 937
SIP 7/22/2004 15.8584 44,593.69 2,812
SIP 7/26/2004 15.8250 41,540.63 2,625
SIP 7/29/2004 15.7000 47,100.00 3,000
SIP 8/4/2004 15.6667 115,244.00 7,356
SIP 8/6/2004 15.5333 28,565.80 1,839
SIP 8/9/2004 15.4067 28,332.86 1,839
SIP 8/9/2004 15.4491 24,440.45 1,582
SIP 8/31/2004 16.0333 11,784.50 735
SIP 9/23/2004 16.1520 69,776.64 4,320
17
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
SIP 9/28/2004 15.9667 14,370.00 900
SIP 9/30/2004 16.0200 40,370.40 2,520
SIP 12/7/2004 17.0036 40,162.50 2,362
SIP 12/15/2004 17.6333 138,844.87 7,874
SIP 12/17/2004 17.4237 41,154.75 2,362
SIP 1/3/2005 17.0853 42,029.76 2,460
SIP 1/4/2005 17.0025 26,779.00 1,575
SIP 1/4/2005 17.0442 13,413.75 787
SIP 1/5/2005 16.8702 39,847.50 2,362
SIP 1/5/2005 16.8687 32,894.00 1,950
SIP 1/5/2005 16.9333 26,670.00 1,575
SIP 1/7/2005 16.7440 13,177.50 787
SIP 1/11/2005 16.7000 21,042.00 1,260
SIP 1/12/2005 16.6917 15,773.63 945
SIP 1/13/2005 16.6325 15,717.74 945
SIP 2/22/2005 17.3800 18,249.00 1,050
SIP 2/24/2005 17.2500 11,592.00 672
SIP 3/22/2005 17.2026 48,046.86 2,793
SIP 3/23/2005 17.1000 29,805.30 1,743
SIP 3/24/2005 17.1000 14,535.00 850
SIP 3/29/2005 17.0903 22,969.36 1,344
SIP 4/1/2005 17.0727 43,023.20 2,520
SIP 4/5/2005 17.0000 196,350.00 11,550
SIP 10/10/2005 16.2067 35,735.71 2,205
SIP 10/11/2005 16.0803 38,592.80 2,400
SIP 10/12/2005 15.8698 15,996.80 1,008
SIP 1/3/2006 17.2501 798,921.13 46,314
Total 4,213,737.65 262,647
SIPII 12/27/2001 8.3636 9,166.50 1,096
SIPII 1/7/2002 8.4453 21,375.00 2,531
SIPII 1/25/2002 8.8133 19,830.00 2,250
SIPII 3/11/2004 14.9953 22,043.04 1,470
SIPII 4/14/2004 15.1760 119,511.00 7,875
SIPII 4/15/2004 15.1800 31,878.00 2,100
SIPII 4/29/2004 15.0367 25,261.60 1,680
SIPII 4/30/2004 15.0267 24,613.68 1,638
SIPII 5/6/2004 14.9933 29,911.70 1,995
SIPII 5/7/2004 15.0046 40,962.56 2,730
SIPII 5/12/2004 14.9438 14,435.71 966
SIPII 5/17/2004 14.9200 14,099.40 945
SIPII 5/18/2004 14.9223 39,170.95 2,625
SIPII 5/19/2004 14.9200 15,666.00 1,050
SIPII 5/20/2004 14.8900 31,269.00 2,100
SIPII 6/1/2004 15.1861 13,713.02 903
SIPII 6/9/2004 15.3333 16,100.00 1,050
SIPII 6/10/2004 15.3000 11,245.50 735
SIPII 6/14/2004 15.2781 34,650.66 2,268
SIPII 6/18/2004 15.6200 215,181.12 13,776
SIPII 6/22/2004 15.5000 16,275.00 1,050
SIPII 7/1/2004 15.9143 8,355.03 525
SIPII 7/7/2004 15.9333 100,380.00 6,300
SIPII 7/8/2004 15.8285 36,563.76 2,310
SIPII 7/14/2004 15.9000 16,695.00 1,050
SIPII 7/14/2004 15.9333 217,490.00 13,650
SIPII 7/19/2004 15.8667 8,330.00 525
SIPII 7/22/2004 15.8555 24,972.47 1,575
SIPII 7/26/2004 15.8250 23,262.75 1,470
18
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
SIPII 7/29/2004 15.7000 26,376.00 1,680
SIPII 8/4/2004 15.6667 58,938.00 3,762
SIPII 8/6/2004 15.5333 14,601.33 940
SIPII 8/9/2004 15.4149 14,489.97 940
SIPII 8/9/2004 15.4538 12,486.64 808
SIPII 8/31/2004 16.0547 6,036.55 376
SIPII 9/23/2004 16.1520 37,795.68 2,340
SIPII 9/28/2004 15.9831 7,783.75 487
SIPII 9/30/2004 16.0200 21,867.30 1,365
SIPII 12/7/2004 17.0058 24,862.50 1,462
SIPII 12/15/2004 17.6333 85,962.50 4,875
SIPII 12/17/2004 17.4260 25,476.75 1,462
SIPII 1/3/2005 17.0853 27,319.34 1,599
SIPII 1/4/2005 17.0041 16,579.00 975
SIPII 1/4/2005 17.0508 8,303.75 487
SIPII 1/5/2005 16.8724 24,667.50 1,462
SIPII 1/5/2005 16.8700 20,244.00 1,200
SIPII 1/5/2005 16.9333 16,510.00 975
SIPII 1/7/2005 16.7505 8,157.50 487
SIPII 1/11/2005 16.7000 13,026.00 780
SIPII 1/12/2005 16.6917 9,764.63 585
SIPII 1/13/2005 16.6325 9,730.03 585
SIPII 2/22/2005 17.3800 11,297.00 650
SIPII 2/24/2005 17.2500 7,176.00 416
SIPII 3/22/2005 17.2026 29,743.30 1,729
SIPII 3/23/2005 17.1000 18,450.90 1,079
SIPII 3/29/2005 17.0903 14,219.13 832
SIPII 4/1/2005 17.0727 26,633.41 1,560
SIPII 4/5/2005 17.0000 121,550.00 7,150
SIPII 10/10/2005 16.2122 22,129.72 1,365
SIPII 10/11/2005 16.0838 27,342.40 1,700
SIPII 10/12/2005 15.8870 8,579.00 540
Total 1,980,508.03 126,891
SEIDMAN & CLIENTS 1/7/2002 8.4444 15,917.78 1,885
SEIDMAN & CLIENTS 2/12/2002 9.0000 10,044.00 1,116
SEIDMAN & CLIENTS 5/26/2004 15.3333 89,700.00 5,850
SEIDMAN & CLIENTS 6/15/2004 15.2333 31,990.00 2,100
SEIDMAN & CLIENTS 7/6/2004 15.8333 30,875.00 1,950
SEIDMAN & CLIENTS 3/20/2001 6.9351 15,604.00 2,250
SEIDMAN & CLIENTS 10/17/2005 16.0308 32,061.55 2,000
SEIDMAN & CLIENTS 10/17/2005 16.0298 48,089.35 3,000
SEIDMAN & CLIENTS 10/17/2005 16.0298 48,089.35 3,000
SEIDMAN & CLIENTS 10/17/2005 16.1048 16,104.75 1,000
SEIDMAN & CLIENTS 8/4/2004 15.9343 95,605.95 6,000
SEIDMAN & CLIENTS 1/18/2005 16.8800 25,319.95 1,500
SEIDMAN & CLIENTS 1/6/2005 16.8533 7,584.00 450
SEIDMAN & CLIENTS 1/6/2005 16.8533 2,528.00 150
Total 469,513.68 32,251
Broad Park 10/20/2004 16.1204 60,500.00 3,753
Broad Park 10/25/2004 16.1064 40,652.66 2,524
Broad Park 10/26/2004 16.1335 133,101.25 8,250
Broad Park 10/28/2004 16.1387 12,104.00 750
Broad Park 11/16/2004 16.6758 7,304.00 438
Broad Park 12/7/2004 17.0108 13,387.50 787
Broad Park 12/15/2004 17.6333 46,287.50 2,625
Broad Park 12/17/2004 17.4311 13,718.25 787
Broad Park 1/3/2005 17.0853 14,710.41 861
19
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
Broad Park 1/4/2005 17.0658 4,471.25 262
Broad Park 1/4/2005 17.0178 3,829.00 225
Broad Park 1/5/2005 16.8774 13,282.50 787
Broad Park 1/5/2005 16.9333 8,890.00 525
Broad Park 1/7/2005 16.7653 4,392.50 262
Broad Park 1/11/2005 16.7000 7,014.00 420
Broad Park 1/12/2005 16.6917 5,257.88 315
Broad Park 1/13/2005 16.6325 5,239.25 315
Broad Park 2/22/2005 17.3800 5,214.00 300
Broad Park 2/24/2005 17.2500 3,312.00 192
Broad Park 3/22/2005 17.1000 8,515.80 498
Broad Park 3/22/2005 17.2026 13,727.67 798
Broad Park 3/29/2005 17.0903 6,562.68 384
Broad Park 4/1/2005 17.0727 12,292.34 720
Broad Park 4/5/2005 17.0000 56,100.00 3,300
Broad Park 4/8/2005 17.4700 117,765.27 6,741
Broad Park 7/1/2005 18.3500 381,624.95 20,797
Broad Park 10/5/2005 16.0900 360,802.00 22,424
Broad Park 10/10/2005 16.2293 10,224.49 630
Broad Park 10/11/2005 16.1053 9,663.20 600
Broad Park 10/12/2005 15.9611 2,873.00 180
Total 1,382,819.35 81,450
Federal 12/27/2001 8.3535 11,686.50 1,399
Federal 1/7/2002 8.4453 21,375.00 2,531
Federal 1/25/2002 8.8133 19,830.00 2,250
Federal 3/11/2004 14.9953 17,319.53 1,155
Federal 4/14/2004 15.1760 93,893.91 6,187
Federal 4/15/2004 15.1800 25,047.00 1,650
Federal 4/29/2004 15.0367 19,848.40 1,320
Federal 4/30/2004 15.0267 19,339.32 1,287
Federal 5/6/2004 14.9981 23,502.05 1,567
Federal 5/7/2004 15.0046 32,184.87 2,145
Federal 5/12/2004 14.9438 11,342.34 759
Federal 5/17/2004 14.9301 11,078.10 742
Federal 5/18/2004 14.9259 30,777.18 2,062
Federal 5/19/2004 14.9200 12,309.00 825
Federal 5/20/2004 14.8900 24,568.50 1,650
Federal 6/1/2004 15.1968 10,774.51 709
Federal 6/9/2004 15.3333 12,650.00 825
Federal 6/10/2004 15.3133 8,835.75 577
Federal 6/14/2004 15.2781 27,225.51 1,782
Federal 6/18/2004 15.6200 169,070.88 10,824
Federal 6/22/2004 15.5000 12,787.50 825
Federal 7/1/2004 15.9336 6,564.66 412
Federal 7/7/2004 15.9333 78,870.00 4,950
Federal 7/8/2004 15.8285 28,728.67 1,815
Federal 7/14/2004 15.9000 13,117.50 825
Federal 7/14/2004 15.9333 170,885.00 10,725
Federal 7/19/2004 15.8859 6,545.00 412
Federal 7/22/2004 15.8619 19,621.22 1,237
Federal 7/26/2004 15.8250 18,277.88 1,155
Federal 7/29/2004 15.7000 20,724.00 1,320
Federal 8/4/2004 15.6667 49,021.00 3,129
Federal 8/6/2004 15.5433 12,139.30 781
Federal 8/9/2004 15.4067 12,063.42 783
Federal 8/9/2004 15.4442 10,378.50 672
Federal 8/31/2004 16.0589 5,026.45 313
20
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
Federal 9/23/2004 16.1520 29,073.60 1,800
Federal 9/28/2004 15.9667 5,987.50 375
Federal 9/30/2004 16.0200 16,821.00 1,050
Federal 12/7/2004 17.0084 17,212.50 1,012
Federal 12/15/2004 17.6333 59,512.50 3,375
Federal 12/17/2004 17.4286 17,637.75 1,012
Federal 1/3/2005 17.0853 18,913.39 1,107
Federal 1/4/2005 17.0059 11,479.00 675
Federal 1/4/2005 17.0586 5,748.75 337
Federal 1/5/2005 16.8750 17,077.50 1,012
Federal 1/5/2005 16.9333 11,430.00 675
Federal 1/7/2005 16.7582 5,647.50 337
Federal 1/11/2005 16.7000 9,018.00 540
Federal 1/12/2005 16.6917 6,760.13 405
Federal 1/13/2005 16.6325 6,736.18 405
Federal 2/22/2005 17.3800 7,821.00 450
Federal 2/24/2005 17.2500 4,968.00 288
Federal 3/22/2005 17.2026 20,591.51 1,197
Federal 3/23/2005 17.1000 12,773.70 747
Federal 3/29/2005 17.0903 9,844.01 576
Federal 4/1/2005 17.0727 18,438.52 1,080
Federal 4/5/2005 17.0000 84,150.00 4,950
Federal 10/10/2005 16.2188 15,326.73 945
Federal 10/11/2005 16.0970 12,877.60 800
Federal 10/12/2005 15.9056 5,726.00 360
Total 1,498,980.82 97,110
PIP 12/27/2001 8.3382 5,386.50 646
PIP 1/7/2002 8.4453 21,375.00 2,531
PIP 1/25/2002 8.8133 19,830.00 2,250
PIP 3/11/2004 14.9953 23,617.55 1,575
PIP 4/14/2004 15.1760 128,039.91 8,437
PIP 4/15/2004 15.1800 34,155.00 2,250
PIP 4/29/2004 15.0367 27,066.00 1,800
PIP 4/30/2004 15.0267 26,371.80 1,755
PIP 5/6/2004 14.9968 32,048.25 2,137
PIP 5/7/2004 15.0046 43,888.46 2,925
PIP 5/12/2004 14.9438 15,466.83 1,035
PIP 5/17/2004 14.9274 15,106.50 1,012
PIP 5/18/2004 14.9249 41,968.88 2,812
PIP 5/20/2004 14.9200 16,785.00 1,125
PIP 5/20/2004 14.8900 33,502.50 2,250
PIP 6/1/2004 15.1939 14,692.52 967
PIP 6/9/2004 15.3333 17,250.00 1,125
PIP 6/10/2004 15.3097 12,048.75 787
PIP 6/14/2004 15.2781 37,125.70 2,430
PIP 6/18/2004 15.6200 230,551.20 14,760
PIP 6/22/2004 15.5000 17,437.50 1,125
PIP 7/1/2004 15.9285 8,951.81 562
PIP 7/7/2004 15.9333 107,550.00 6,750
PIP 7/8/2004 15.8285 39,175.46 2,475
PIP 7/14/2004 15.9000 17,887.50 1,125
PIP 7/14/2004 15.9333 233,025.00 14,625
PIP 7/19/2004 15.8808 8,925.00 562
PIP 7/22/2004 15.8602 26,756.21 1,687
PIP 7/26/2004 15.8250 24,924.38 1,575
PIP 7/29/2004 15.7000 28,260.00 1,800
PIP 8/4/2004 15.6667 61,664.00 3,936
21
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
PIP 8/6/2004 15.5333 15,284.80 984
PIP 8/9/2004 15.4067 15,160.16 984
PIP 8/9/2004 15.4442 13,065.79 846
PIP 8/31/2004 16.0333 6,301.10 393
PIP 9/23/2004 16.1520 37,795.68 2,340
PIP 9/28/2004 15.9831 7,783.75 487
PIP 9/30/2004 16.0200 21,867.30 1,365
PIP 12/7/2004 17.0000 22,950.00 1,350
PIP 12/15/2004 17.6333 79,350.00 4,500
PIP 12/17/2004 17.4200 23,517.00 1,350
PIP 1/3/2005 17.0853 25,217.85 1,476
PIP 1/4/2005 17.0044 15,304.00 900
PIP 1/4/2005 17.0333 7,665.00 450
PIP 1/5/2005 16.8667 22,770.00 1,350
PIP 1/5/2005 16.8696 22,774.00 1,350
PIP 1/5/2005 16.9333 15,240.00 900
PIP 1/7/2005 16.7333 7,530.00 450
PIP 1/11/2005 16.7000 12,024.00 720
PIP 1/12/2005 16.6917 9,013.50 540
PIP 1/13/2005 16.6325 8,981.57 540
PIP 2/22/2005 17.3800 10,428.00 600
PIP 2/24/2005 17.2500 6,624.00 384
PIP 3/22/2005 17.2026 27,455.35 1,596
PIP 3/23/2005 17.1000 17,031.60 996
PIP 3/29/2005 17.0903 13,125.35 768
PIP 4/1/2005 17.0727 24,584.69 1,440
PIP 4/5/2005 17.0000 112,200.00 6,600
PIP 10/10/2005 16.2135 20,428.98 1,260
PIP 10/11/2005 16.0920 16,092.00 1,000
PIP 1/3/2006 17.2501 (666,710.00) (46,314)
Total 1,341,688.68 82,436
Dennis Pollack & Family 4/21/2004 15.3323 5,872.29 383
Dennis Pollack & Family 4/28/2004 15.2067 11,405.00 750
Dennis Pollack & Family 4/28/2004 15.2933 11,470.00 750
Dennis Pollack & Family 4/28/2004 15.5470 11,660.25 750
Dennis Pollack & Family 5/7/2004 15.0228 6,760.25 450
Dennis Pollack & Family 5/12/2004 15.0067 8,553.80 570
Dennis Pollack & Family 5/12/2004 15.0384 21,143.97 1,406
Dennis Pollack & Family 5/12/2004 15.0400 11,280.00 750
Dennis Pollack & Family 5/13/2004 14.9102 22,365.25 1,500
Dennis Pollack & Family 5/14/2004 15.0435 22,565.25 1,500
Dennis Pollack & Family 5/18/2004 14.9768 22,465.25 1,500
Dennis Pollack & Family 5/20/2004 14.9104 21,023.65 1,410
Dennis Pollack & Family 5/20/2004 15.1472 1,363.25 90
Dennis Pollack & Family 7/9/2004 15.8967 4,149.05 261
Dennis Pollack & Family 7/14/2004 15.8842 4,765.25 300
Dennis Pollack & Family 7/22/2004 15.8450 16,637.25 1,050
Dennis Pollack & Family 7/23/2004 15.8383 25,024.53 1,580
Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750
Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750
Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750
Dennis Pollack & Family 8/12/2004 15.5725 14,015.25 900
Dennis Pollack & Family 8/12/2004 15.6004 9,360.25 600
Dennis Pollack & Family 8/12/2004 15.5842 4,675.25 300
Dennis Pollack & Family 8/12/2004 15.5803 11,685.25 750
Dennis Pollack & Family 10/22/2004 16.3313 12,248.50 750
Dennis Pollack & Family 12/20/2004 17.2667 33,670.00 1,950
22
DATE COST PER
ENTITY PURCH SHARE COST SHARES
- ------------------------------ ------------ ------------ ------------ ------------
Dennis Pollack & Family 3/18/2005 17.1729 17,172.94 1,000
Dennis Pollack & Family 3/18/2005 17.1786 17,178.57 1,000
Dennis Pollack & Family 3/18/2005 17.1800 8,590.00 500
Total 392,831.05 25,000
Axelrod Neal 11/10/2005 17.9259 8,962.95 500
Total 8,962.95 500
Vanaria Raymond* 11/9/2005 17.7707 17,825.95 1,000
Vanaria Raymond 12/12/2005 18.1957 18,195.65 1,000
Total 36,021.60 2,000
*Purchased in Mr. Vanaria's wife's name. Mr. Vanaria has sole dispositive and
voting discretion regarding these shares.
23
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF INTERCHANGE
FINANCIAL SERVICES CORPORATION BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence Seidman and Neal Axelrod, with full
power of substitution as proxy for the undersigned, to vote all shares of common
stock, of Interchange Financial Services Corporation, (the "Company"), which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on April , 2006, or any adjournment(s) or postponement(s) thereof (the
"Meeting"), as follows:
1. ELECTION OF DIRECTORS - To elect NEAL AXELROD RAYMOND VANARIA
-- FOR -- WITHHOLD -- FOR -- WITHHOLD
TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF NEAL AXELROD OR RAYMOND
VANARIA, WRITE THE RESPECTIVE NAME IN THE FOLLOWING SPACE OR WITHHOLD AUTHORITY
FOR EITHER BY PLACING AN X NEXT TO WITHHOLD.
-------------------- --------------------
The Committee intends to use this proxy to vote for three persons who have been
nominated by the Company to serve as directors other than the Company Nominees
noted below. You should refer to the Company's proxy statement and form of proxy
distributed by the Company for the names, backgrounds, qualifications and other
information concerning the Company's Nominees. The Committee is NOT seeking
authority to vote for and will NOT exercise any authority for Jeremiah F.
O'Connor and James E. Healey, two of the Company's five Nominees. There is no
assurance that any of the Company's Nominees will serve if elected with the
Committee's Nominees. You may withhold authority to vote for an additional
Company Nominee, by writing the name of the Company Nominee in the following
space below:
----------
2. APPOINTMENT OF DELOITTE & TOUCHE, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2006:
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 "FOR" THE ELECTION OF THE COMMITTEE'S NOMINEES AS A DIRECTOR AND "FOR" THE
APPOINTMENT OF DELOITTE & TOUCHE, LLP, THE INDEPENDENT ACCOUNTANTS. 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.
24
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.
25