UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 17, 2004
CENTER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 2-81353 52-1273725
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2455 Morris Avenue, Union, New Jersey 07083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 862-3683
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 2004, the Registrant and its subsidiary entered into an
agreement and plan of merger with Red Oak Bank, a New Jersey chartered
commercial bank. Subject to regulatory and shareholder approvals and the
satisfaction of other conditions, the merger agreement provides for the merger
of Red Oak Bank with and into Union Center National Bank, a wholly-owned
subsidiary of the Registrant. Under the terms of the merger agreement, each of
Red Oak Bank's outstanding shares of common stock (2,078,727 shares as of the
date hereof) will be converted either into $12.35 in cash or 0.9449 of a share
of Center Bancorp common stock, subject to a potential reduction in the cash and
stock to be received of up to $0.30 per Red Oak share and allocation provisions
designed to assure that 50% of Red Oak Bank's shares are converted into cash and
50% of Red Oak Bank's shares are converted into Center Bancorp's common stock.
Red Oak Bank options outstanding at the effective time of the merger will be
converted into Center Bancorp stock options. Center Bancorp will account for the
merger under the purchase method of accounting.
Members of the Board of Directors of Red Oak Bank owning a total of
574,335 shares of the Bank's common stock have entered into a shareholders'
agreement pursuant to which they have agreed to vote their shares of Red Oak
Bank common stock in favor of the merger
The Registrant has issued a press release describing the execution of the
agreement and plan of merger.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 2.1 - Agreement and Plan of Merger, dated as of December 17, 2004
Exhibit 99.1 - Shareholders' Agreement, dated as of December 17, 2004
Exhibit 99.2 - Press release dated December 20, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTER BANCORP, INC.
By: /s/ John J. Davis
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Name: John J. Davis
Title: President and
Chief Executive Officer
Dated: December 20, 2004
EXHIBIT INDEX
Exhibit 2.1 - Agreement and Plan of Merger, dated as of December 17, 2004
Exhibit 99.1 - Shareholders' Agreement, dated as of December 17, 2004
Exhibit 99.2 - Press release dated December 20, 2004