UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
(correcting the Other Income and BOLI line items on the registrant's
consolidated statements of income)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2003
Or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________to___________
COMMISSION FILE NUMBER 2-81353
CENTER BANCORP, INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 52-1273725
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
2455 MORRIS AVENUE, UNION, NEW JERSEY 07083
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(Address of principal executives offices) (Zip Code)
(908) 688-9500
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-12 of the Exchange Act).
Yes |X| No |_|
COMMON STOCK, NO PAR VALUE: 8,511,367
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(Title of Class) (Outstanding at October 31, 2003)
CENTER BANCORP, INC.
INDEX TO FORM 10-Q/A1
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Statements of Condition
at September 30, 2003 (Unaudited), December 31, 2002
and September 30,2002(Unaudited) 4
Consolidated Statements of Income for the
three and nine months ended September 30, 2003 and 2002 5
(Unaudited)
Consolidated Statements of Cash Flows for the
Nine months ended September 30, 2003 and 2002 6
(Unaudited)
Notes to Consolidated Financial Statements 7-9
Historical Development of Business/Competition 9-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Management Certifications 14-17
2
PART I- FINANCIAL INFORMATION
The following unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X, and accordingly do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. However, in
the opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 2003. The Center Bancorp Inc. 2002 annual report on form
10-K should be read in conjunction with these statements.
3
Center Bancorp, Inc.
Consolidated Statements of Condition September 30 December 31, September 30,
2003 2002 2002
(Dollars in thousands) (unaudited) (unaudited)
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Assets:
Cash and due from banks $ 25,344 $ 23,220 $ 19,351
Investment securities held to maturity
(approximate market value of $172,365 in 2003 and $219,921
at December 31, 2002 and $ 227,328 at September 30, 2002.) 167,578 214,902 220,730
Investment securities available-for-sale 321,420 322,717 263,440
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Total investment securities 488,998 537,619 484,170
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Loans, net of unearned income 308,634 229,051 226,656
Less - Allowance for loan losses 2,751 2,498 2,381
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Net loans 305,883 226,553 224,275
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Premises and equipment, net 13,499 12,976 12,582
Accrued interest receivable 4,952 4,439 5,078
Bank owned separate account life insurance 14,443 14,143 13,946
Other assets 1,941 2,395 1,974
Goodwill 2,091 2,091 2,091
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Total assets $ 857,151 $ 823,436 $ 763,467
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Liabilities
Deposits:
Non-interest bearing $ 124,236 $ 116,984 110,437
Interest bearing:
Certificates of deposit $100,000 and over 49,083 33,396 30,862
Savings and time deposits 406,698 465,971 409,246
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Total deposits 580,017 616,351 550,545
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Federal Home Loan Bank advances 125,000 65,000 65,000
Federal funds purchased and securities sold under agreements to repurchase 87,195 75,431 81,494
Corporation - obligated mandatorily redeemable
trust preferred securities of subsidiary
trust holding solely junior subordinated debentures of Corporation 10,000 10,000 10,000
Accounts payable and accrued liabilities 3,554 5,600 6,392
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Total liabilities 805,766 772,382 713,431
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Stockholders' equity
Preferred Stock, no par value, authorized 5,000,000 shares; None Issued 0 0 0
Common stock, no par value: authorized 20,000,000 shares;
issued 9,522,244 at September 30, 2003, 9,499,114 shares at
Decemeber 31, 2003 and 9,490,534 shares at September 30, 2002 19,317 18,984 18,893
Additional paid in capital 4,632 4,562 4,392
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Retained earnings 32,323 29,863 28,792
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Subtotal 56,272 53,409 52,077
Treasury stock at cost (1,037,094 at September 30, 2003 1,078,404
shares at December 31, 2002 and 1, 080,604 shares at September 30, 2002 (4,091) (4,254) (4,129)
Restricted stock (14) (285) (28)
Accumulated other comprehensive (loss) income (782) 2,184 2,116
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Total stockholders' equity 51,385 51,054 50,036
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Total liabilities and stockholders' equity $ 857,151 $ 823,436 $ 763,467
================================================================================================================
All common stock share and per common share amounts have been restated to
reflect the 2- for- 1common stock split declared on April 15, 2003, issued June
2, 2003 to common stockholders of record May 19, 2003. See Accompanying Notes to
Consolidated Financial Statements
4
Center Bancorp, Inc.
Consolidated Statements of Income
(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
September 30, September 30,
(Dollars in thousands, except per share data) 2003 2002 2003 2002
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Interest income:
Interest and fees on loans $ 3,840 $ 3,816 $ 10,948 $ 11,245
Interest and dividends on investment securities:
Taxable interest income 3,432 6,226 13,851 19,149
Nontaxable interest income 880 150 1,867 451
Interest on Federal funds sold and securities
purchased under agreement to resell -- 50 -- 59
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Total interest income 8,152 10,242 26,666 30,904
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Interest expense:
Interest on certificates of deposit $100,000 or more 117 94 355 383
Interest on other deposits 1,570 2,350 5,033 6,706
Interest on short-term borrowings 1,424 1,340 4,165 3,983
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Total interest expense 3,111 3,784 9,553 11,072
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Net interest income 5,041 6,458 17,113 19,832
Provision for loan losses 103 90 262 270
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Net interest income after provision for loan losses 4,938 6,368 16,851 19,562
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Other income:
Service charges, commissions and fees 401 409 1,239 1,183
Other income 173 114 420 279
BOLI 268 193 627 564
Gain (loss) on securities sold (17) 203 220 445
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Total other income 825 919 2,506 2,471
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Other expense:
Salaries and employee benefits 2,507 2,373 7,834 6,955
Occupancy expense, net 393 395 1,365 1,233
Premises and equipment expense 384 388 1,278 1,172
Stationery and printing expense 131 115 436 419
Marketing and advertising 120 122 409 478
Other expenses 880 792 2,439 2,600
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Total other expense 4,415 4,185 13,761 12,857
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Income before income tax expense 1,348 3,102 5,596 9,176
Income tax expense (provision) (167) 998 888 2,950
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Net income (benefit) $ 1,515 $ 2,104 $ 4,708 $ 6,226
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Earnings per share
Basic $ 0.18 $ 0.25 $ 0.56 $ 0.74
Diluted $ 0.18 $ 0.25 $ 0.55 $ 0.74
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Average weighted common shares outstanding
Basic 8,480,651 8,425,730 8,462,345 8,389,248
Diluted 8,570,874 8,488,768 8,551,586 8,455,536
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All common share and per common share amounts have been adjusted to reflect the
2-for-1 common split declared April 15, 2003 and issued June 2, 2003 to common
stockholders of record May 19, 2003. See Accompanying Notes to Consolidated
Financial Statements
5
Center Bancorp, Inc.
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30
(Dollars in thousands) 2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,708 $ 6,226
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,272 1,256
Provision for loan losses 262 270
Gain on sales of investment securities available-for-sale (220) (445)
Increase in accrued interest receivable (513) (536)
Decrease (Increase) in other assets 454 (58)
Increase in Cash Surrender Value of Bank Owned Life Insurance (300) (564)
(Decrease) Increase in other liabilities (2,046) 1,214
Amortization of premium and accretion of
discount on investment securities, net 5,482 966
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Net cash provided by operating activities 9,099 8,329
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available-for-sale 194,878 147,379
Proceeds from maturities of securities held-to-maturity 124,908 72,018
Proceeds from sales of securities available-for-sale 104,923 38,667
Purchase of securities available-for-sale (303,399) (228,957)
Purchase of securities held-to-maturity (77,584) (95,427)
Purchase of FRB & FHLB stock (3,340) (100)
Net increase in loans (79,583) (15,500)
Property and equipment expenditures, net (1,797) (2,153)
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Net cash provided by investing activities (40,994) (84,073)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits (36,334) 52,712
Dividends paid (2,248) (2,033)
Proceeds from issuance of common stock 837 876
Net increase in borrowings 71,764 14,198
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Net cash provided by financing activities 34,019 65,427
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Net increase (decrease) in cash and cash equivalents 2,124 (10,317)
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Cash and cash equivalents at beginning of period $ 23,220 $ 29,668
Cash and cash equivalents at end of period $ 25,344 $ 19,351
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Supplemental disclosures of cash flow information:
Interest paid on deposits and short-term borrowings $ 9,203 $ 10,997
Income taxes $ 861 $ 3,410
See Accompanying Notes to Consolidated Financial Statements
6
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of Center Bancorp, Inc. (the Corporation)
are prepared on the accrual basis and include the accounts of the Corporation
and its wholly owned subsidiaries, Union Center National Bank (the Bank) and
Center Bancorp Statutory Trust I. All significant inter-company accounts and
transactions have been eliminated from the accompanying consolidated financial
statements.
Business
The Bank provides a full range of banking services to individual and corporate
customers through branch locations in Union and Morris Counties, New Jersey. The
Bank is subject to competition from other financial institutions, is subject to
the regulations of certain federal agencies and undergoes periodic examinations
by those regulatory authorities.
Basis of Financial Statement Presentation
The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America. In
preparing the consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as of the date of the statement of condition, and revenues and
expenses for the applicable period. Actual results could differ significantly
from those estimates.
In the opinion of Management, all adjustments necessary for a fair presentation
of the Corporation's financial condition and results of operations for the
interim periods have been made. Such adjustments are of a normal recurring
nature. Certain reclassifications have been made for 2002 to conform to the
classifications presented in 2003. Results for the period ended September 30,
2003 are not necessarily indicative of results for any other interim period or
for the entire fiscal year. Reference is made to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2002 for information
regarding accounting principles.
Note 2: Recent Accounting Pronouncements
SFAS No. 149
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities," was issued on April 30, 2003.
The Statement amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement 133. This statement is effective for
contracts entered into or modified after June 30, 2003. The adoption of this
Statement did not have a significant effect on the Corporation's consolidated
financial statements.
SFAS No. 150
The Financial Accounting Standards Board (FASB) has issued Statement No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity". The Statement improves the accounting for certain
financial instruments that, under previous guidance, issuers could account for
as equity. The new Statement requires that those instruments be classified as
liabilities in statements of financial position.
Statement 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type, which includes put options and forward purchase contracts, involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. Statement 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.
7
In addition to its requirements for the classification and measurement of
financial instruments in its scope, Statement 150 also requires disclosures
about alternative ways of settling the instruments and the capital structure of
entities, all of whose shares are mandatorily redeemable. Statement 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The initial adoption of Statement 150 did not
have an impact on the Corporation's consolidated financial statements.
Consolidation of Variable Interest- Entities
On January 17, 2003 the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 changes the method of determining
whether certain entities should be included in the consolidated financial
statements. A variable interest entity ("VIE") is an entity that either (a) does
not have equity investors with voting rights or (b) has equity investors that do
not provide sufficient financial resources for the entity to support its
activities. A company that consolidates a VIE is called the "primary
beneficiary" of that entity. The primary beneficiary of a VIE is the party that
absorbs a majority of the entity's expected losses or receives a majority of its
expected residual returns. The provisions of FIN 46 are effective in the first
fiscal year or interim period beginning after June 15, 2003, for VIE's in which
an enterprise holds a VIE that it acquired before February 1, 2003. The
Corporation adopted FIN 46 on July 1, 2003. In its current form, FIN 46 may
require the Corporation to de-consolidate its investment in Center Bancorp
Statutory Trust I in future financial statements. The potential de-consolidation
of subsidiary trusts of bank holding companies formed in connection with the
issuance of trust preferred securities, like Center Bancorp Statutory Trust I,
appears to be an unintended consequence of FIN 46. In July 2003, the Board of
Governors of the Federal Reserve System instructed bank holding companies to
continue to include the trust preferred securities in their Tier 1 capital for
regulatory capital purposes until notice is given to the contrary. There can be
no assurance that the Federal Reserve will continue to allow institutions to
include trust preferred securities in Tier 1 capital for regulatory purposes. As
of September 30, 2003, assuming the Corporation were not allowed to include the
$10 million in trust preferred securities issued by Center Bancorp Statutory
Trust I in Tier 1 capital, the Corporation would remain "Well Capitalized".
Guarantor's Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness or others.
In 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). The disclosure requirements of FIN 45 were
effective for the year ended December 31, 2002 and require disclosure of the
nature of the guarantee, the maximum potential amount of future payments that
the guarantor could be required to make under the guarantee, and the current
amount of the liability, if any, for the guarantor's obligations under the
guarantee. Significant guarantees that have been entered into by the Corporation
include standby letters of credits with a total of $15.5 million as of September
30, 2003. The adoption of FIN 45 did not have a material impact on the
consolidated financial statements.
COMPREHENSIVE INCOME THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
(DOLLARS IN THOUSANDS) 2003 2002 2003 2002
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Net Income $ 1,515 $ 2,104 $ 4,708 $ 6,226
Other comprehensive income
Unrealized holding (losses) gains arising
during the period, net of taxes (5,486) 104 (2,822) 1,290
Less reclassification adjustment for loss (gains)
included in net income (net of taxes) 11 (134) (145) (294)
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Other total comprehensive (loss) income (5,497) (30) (2,967) 996
Total comprehensive (loss) income ($3,982) $ 2,074 $ 1,741 $ 7,222
===============================================================================================
8
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002
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Net Income $1,515 $2,104 $4,708 $6,226
Weighted Average Shares 8,481 8,426 8,462 8,389
Effect of Dilutive Stock Options 90 63 90 67
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Total Weighted Average Dilutive Shares 8,571 8,489 8,552 8,456
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Basic Earnings per Share $ 0.18 $ 0.25 $ 0.56 $ 0.74
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Diluted Earnings per Share $ 0.18 $ 0.25 $ 0.55 $ 0.74
======================================================================================================
The following table illustrates the effect on net income and earnings per share
if the Corporation had applied the fair value recognition provision of FASB
Statement No. 123, Accounting for Stock Based Compensation, to the Corporation's
stock option plans. Stock-based employee compensation cost under the fair value
method was measured using the following weighted-average assumptions for options
granted: dividend yield of 2.73 percent; risk-free interest rate of 4.05
percent; expected volatility of 30.6 percent; expected term of 6.0 years; and
turnover rate of 0.0 percent.
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002
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Net Income, as reported $ 1,515 $ 2,104 $ 4,708 $ 6,226
Add: Compensation expense
recognized for restricted stock award,
net of related tax effect -- -- 9 9
Deduct: total stock -
based employee compensation expense
determined under fair,
value based method, all awards
Net of related tax effect 11 16 42 42
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Pro forma net income $ 1,504 $ 2,088 $ 4,675 $ 6,193
Earnings per share:
Basic - as reported $ 0.18 $ 0.25 $ 0.56 $ 0.74
Basic - pro forma $ 0.18 $ 0.25 $ 0.55 $ 0.74
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Diluted - as reported $ 0.18 $ 0.25 $ 0.56 $ 0.74
Diluted - pro forma $ 0.18 $ 0.25 $ 0.55 $ 0.73
Item I. Historical Development of Business
Center Bancorp, Inc., a one-bank holding company, was incorporated in the state
of New Jersey on November 12, 1982. Center Bancorp, Inc. commenced operations on
May 1, 1983, upon the acquisition of all outstanding shares of The Union Center
National Bank (the "Bank"). The holding company's sole activity, at this time,
is to act as a holding company for the Bank. As used herein, the term
"Corporation" shall refer to Center Bancorp, Inc. and its subsidiaries and the
term "Parent Corporation" shall refer to Center Bancorp, Inc. on an
unconsolidated basis.
The Bank was organized in 1923 under the law of the United States of America.
The Bank operates five offices in Union Township, Union County, New Jersey, one
office in Summit, Union County, New Jersey, one office in Springfield Township,
Union County, New Jersey, one office in Berkeley Heights, Union County, New
Jersey, one office in Madison, Morris County, New Jersey and two offices in
Morristown, Morris County, New Jersey and currently employs 181 full-time
equivalent persons. The Bank is a full service commercial bank offering a
complete range of individual and commercial services.
9
During 2001, the Corporation formed a statutory business trust under the laws of
the State of Connecticut, which exists for the exclusive purpose of (i) issuing
Trust Securities representing undivided beneficial interests in certain assets
of the Trust; (ii) investing the gross proceeds of the Trust securities in
junior subordinated deferrable interest debentures (subordinated debentures) of
the Corporation; and (iii) engaging in only those activities necessary or
incidental thereto. These subordinated debentures and the related income effects
are eliminated in the consolidated financial statements. Distributions on the
mandatorily redeemable securities of subsidiary trusts below have been
classified as interest expense in the Consolidated Statement of Income.
On December 11, 2001, the Corporation completed an issuance of $10.0 million in
floating rate Capital Trust Preferred Securities, through a pooled offering with
First Tennessee Capital Markets. The securities are included as a component of
Tier I capital for regulatory capital purposes. The Tier I Leverage capital
ratio was 7.77 percent of total assets at December 31, 2001, 7.29 percent at
December 31, 2002 and 6.79 percent at September 30, 2003.
Narrative Description of Business
The Bank offers a broad range of lending, depository and related financial
services including trust, to commercial, industrial and governmental customers.
In 1999, the Bank obtained full trust powers enabling it to offer a variety of
trust services to its customers. In the lending area, the Bank's services
include short and medium term loans, lines of credit, letters of credit, working
capital loans, real estate construction loans and mortgage loans. In the
depository area, the Bank offers demand deposits, savings accounts and time
deposits. In addition, the Bank offers collection services, wire transfers,
night depository and lock box services.
The Bank offers various money market services. It deals in U.S. Treasury and
U.S. Governmental agency securities, certificates of deposits, commercial paper
and repurchase agreements.
Competitive pressures affect the Corporation's manner of conducting business.
Competition stems not only from other commercial banks but also from other
financial institutions such as savings banks, savings and loan associations,
mortgage companies, leasing companies and various other financial service and
advisory companies. Many of the financial institutions operating in the
Corporation's primary market are substantially larger and offer a wider variety
of products and services than the Corporation.
The Parent Corporation is subject to regulation by the Board of Governors of the
Federal Reserve System and the New Jersey Department of Banking. As a national
bank, the Bank is subject to regulation and periodic examination by the Office
of the Comptroller of the Currency (the "OCC"). Deposits in the Bank are insured
by the Federal Deposit Insurance Corporation (the "FDIC").
The Parent Corporation is required to file with the Federal Reserve Board an
annual report and such additional information as the Federal Reserve Board may
require pursuant to the Bank Holding Company Act of 1956, as amended (the
"Act"). In addition, the Federal Reserve Board makes periodic examinations of
bank holding companies and their subsidiaries. The Act requires each bank
holding company to obtain the prior approval of the Federal Reserve Board before
it may acquire substantially all of the assets of any bank, or before it may
acquire ownership or control of any voting shares of any bank, if, after such
acquisition, it would own or control, directly or indirectly, more than 5
percent of the voting shares of such bank. The Act also restricts the types of
businesses and operations in which a bank holding company and its subsidiaries
may engage.
The operations of the Bank are subject to requirements and restrictions under
federal law, including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted, limitations
on the types of investments that may be made and the types of services, which
may be offered. Various consumer laws and regulations also affect the operations
of the Bank. Approval of the Comptroller of the Currency is required for
branching, bank mergers in which the continuing bank is a national bank and in
connection with certain fundamental corporate changes affecting the Bank.
Federal law also limits the extent to which the Parent Corporation may borrow
from the Bank and prohibits the Parent Corporation and the Bank from engaging in
certain tie-in arrangements.
Competition
The market for banking and bank related services is highly competitive. The
Corporation and the bank compete with other providers of financial services such
as other bank holding companies, commercial and savings banks, savings and loan
associations, credit unions, money market and mutual funds, mortgage companies,
title agencies, asset managers, insurance companies and a growing list of other
local, regional and national institutions which offer financial services.
10
Mergers between financial institutions within New Jersey and in neighboring
states have added competitive pressure. Competition intensified as a consequence
of the Gramm-Leach-Bliley Act (discussed below) and interstate banking laws now
in effect. The Corporation and the bank compete by offering quality products and
convenient services at competitive prices. In order to maintain and enhance its
competitive position, the corporation regularly reviews its products, locations,
alternative delivery channels and various acquisition prospects and periodically
engages in discussions regarding possible acquisitions.
11
Item 6- Exhibits and Reports on Form 8-K
A) Exhibits:
31.1 Certification of the Chief Executive Officer under section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer under section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer under section 906 of
the Sarbanes-Oxley act of 2002.
32.2 Certification of the Chief Financial Officer under section 906 of
the Sarbanes-Oxley act of 2002.
10.1 Amendment to the 1993 Outside Director Stock Option Plan (filed
with the initial filing of this report)
B) Reports on Form 8-K
Current Report on Form 10-Q on July 25 and August 1, 2003 reporting
(under Items 7 and 12) the filing of a press release containing
quarterly results of operations.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the registrant's Quarterly Report
to be signed on its behalf, by the undersigned, thereunto duly authorized.
CENTER BANCORP, INC.
/s/ Anthony C. Weagley
DATE: November 17, 2003 -----------------------------------
Anthony C. Weagley, Treasurer
(Chief Financial Officer)
13