Unassociated Document
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): March 15, 2007
CENTER
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
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New
Jersey
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2-81353
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52-1273725
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
|
|
of
Incorporation)
|
|
Identification
No.)
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2455
Morris Avenue, Union, New Jersey
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07083
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(Address
of principal executive offices)
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(Zip
Code)
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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)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
March
15, 2007, Center Bancorp, Inc. (the “Corporation”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) to acquire Beacon Trust Company, a
privately held limited purpose trust company with $1.3 billion in managed assets
based in Madison, New Jersey. Once completed, the transaction will introduce
for
the first time to the Corporation’s customers a full range of trust and
investment services, including investment management, executorship, trusteeship,
estate planning, pension and profit sharing, and custodian capabilities.
Terms
of
the transaction call for the Corporation to acquire Beacon Trust for
approximately $5.6 million in cash and an additional $4.7 million in stock,
giving the transaction a total equity value of approximately $10.3 million.
The
companies expect to close the transaction during the second or third calendar
quarters of 2007, contingent
upon receiving regulatory approvals and approval from Beacon Trust Company’s
shareholders.
Affiliates
of Beacon Trust owning a total of 340,181 shares of Beacon Trust’s common stock
have entered into a shareholders’ agreement pursuant to which they have agreed
to vote their shares of Beacon Trust common stock in favor of the merger (the
“Shareholders’ Agreement”).
The
Corporation has issued a press release describing the execution of the Merger
Agreement.
The
foregoing descriptions of the Merger Agreement and Shareholders’ Agreement are
qualified in their entirety by reference to the full text of the Merger
Agreement and Shareholders’ Agreement, copies of which are attached hereto as
Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
A
copy of the press release announcing the entry into the agreement is attached
hereto as Exhibit 99.1.
All
non-historical statements in this report (including statements regarding the
expected impact of the proposed transaction, the anticipated accretive impact
of
the proposed transaction and the timing of the proposed transaction) constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may use such
forward-looking terminology as "expect," "look," "believe," "plan,"
"anticipate," "may," "will" or similar statements or variations of such terms
or
otherwise express views concerning trends and the future. Such forward-looking
statements involve certain risks and uncertainties. These include, but are
not
limited to, the market reaction to the proposed transaction, the ability of
the
Corporation to integrate its new business, as well as the effects of
international, national, regional and local economic conditions and legal and
regulatory barriers and structure, including those relating to the deregulation
of the financial services industry, and other risks cited in reports filed
by
the Corporation with the Securities and Exchange Commission. Actual results
may
differ materially from such forward-looking statements. Center Bancorp, Inc.
assumes no obligation for updating any such forward-looking statement at any
time.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
The
Registrant has filed the following exhibits with this Current Report on Form
8-K.
Exhibit
10.1 Agreement and Plan of Merger, dated as of March 15, 2007, between Center
Bancorp, Inc. and Beacon Trust Company.
Exhibit
10.2 Shareholders’ Agreement, dated as of March 15, 2007
Exhibit
99.1 Press Release of the Registrant, dated March 16, 2007.
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.
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CENTER
BANCORP, INC. |
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By: |
/s/ Anthony
C. Weagley |
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Name:
Anthony C. Weagley |
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Title:
Chief Financial Officer
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| Dated: March 20, 2007 |
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EXHIBIT
INDEX
Exhibit
10.1 Agreement and Plan of Merger, dated as of March 15, 2007, between Center
Bancorp, Inc. and Beacon Trust Company.
Exhibit
10.2 Shareholders’ Agreement, dated as of March 15, 2007
Exhibit
99.1 Press Release of the Registrant, dated March 16, 2007.