<PAGE>
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy statement [ ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
South Jersey Financial Corporation, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
- --------------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total Fee Paid:
-----------------------------------------------------------------------
[ ] 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:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
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<PAGE>
SOUTH JERSEY FINANCIAL CORPORATION, INC.
________________
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 18, 1999
___________________
PROXY STATEMENT OF THE SOUTH JERSEY
FINANCIAL CORPORATION, INC. COMMITTEE
TO PRESERVE SHAREHOLDER VALUE
[OPPOSES THE BOARD OF
DIRECTORS OF SOUTH JERSEY FINANCIAL CORPORATION, INC.]
This Proxy Statement and White proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.01 per share (the "Common Stock")
of South Jersey Financial Corporation, Inc., (the "Company") a Delaware
Corporation, in connection with the solicitation of proxies (the "Proxy
Solicitation") by the South Jersey Financial Corporation, Inc. Committee to
Preserve Shareholder Value (the "Committee"). The Annual Meeting of Stockholders
is to be held on August 18, 1999 at 2:00 p.m. Eastern Time, at the Four Points
Hotel by Sheraton, 1450 Route 70 East, Cherry Hill, New Jersey (the "Annual
Meeting"). Stockholders who own the Common Stock on July --, 1999 will be
entitled to vote ("Annual Meeting Record Date"). The Company's principal
executive offices are located at 4651 Route 42, Turnersville, NJ 08012.
At the Annual Meeting, the Company will be seeking (i) approval of the 1999
South Jersey Financial Corporation, Inc. Stock Based Incentive Plan ("Incentive
Plan"), (ii) the election of three Directors to hold office until the next
Annual Meeting or until their successors have been elected and qualified and
(iii) ratification of the appointment of Deloitte & Touche, LLP as independent
auditors.
The Committee members own approximately ---------------- (--%) of the Company's
outstanding Common Stock and are soliciting the votes of other Stockholders to
defeat the Incentive Plan as now proposed, and to elect two out of the three
Directors at this year's Annual Meeting. The Committee is soliciting your proxy
in support of the election of Lawrence B. Seidman ("Seidman") and Richard Baer
("Baer"), collectively the ("Committee Nominees") to the Company's Board of
Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman and Associates II, L.L.C. ("SAL II"); Seidman
Investment Partnership, L.P.; ("SIP"), a New Jersey Limited Partnership; Seidman
Investment Partnership II, L.P.("SIP II"); Kerrimatt, L.P. ("Kerrimatt");
Federal Holdings, LLC ("Federal"); Seidman, individually; Baer, individually;
Benchmark Partners, LP ("Partners"), a Delaware Limited Partnership; Richard
Whitman ("Whitman"), individually; and Lorraine DiPaolo ("DiPaolo"),
individually. This Proxy Statement and WHITE proxy card are being first mailed
or furnished to Stockholders on or about July --, 1999.
The Committee's goal is to preserve shareholder value. Accordingly, the
Committee is against giving performance awards to management before the
performance can be measured. If you agree, vote for the Committee Nominees and
sign, date, and return the WHITE proxy card. Remember, your last dated proxy is
the only one which 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.
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 positions.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, 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 Stockholders must submit proposals
for inclusion in the next Annual Meeting.
<PAGE>
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 3,793,430. Each share of Common Stock is entitled to one vote at the
Annual Meeting.
In order for the Company's Incentive Plan to be presently approved, Stockholders
owning a majority of the outstanding Common Stock must vote for the Incentive
Plan. Directors are elected and the auditors are ratified by a plurality of the
votes cast with a quorum present. Each of three Director Nominees who receive
the greatest number of votes represented in person or by proxy at the Annual
Meeting will be elected a Director of the Company. Abstentions will be
considered in determining a quorum, but will not count as a vote for a proposal.
(See "Voting and Proxy Procedures.")
If you have any questions or need assistance in voting your shares, please call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
<PAGE>
THE COMMITTEE'S POSITION ON
PERFORMANCE STOCK COMPENSATION
The Company is proposing to offer Directors and management Stock Options and
Stock Awards. The Stock Options have a strike price equal to the market price
the date the stock options are issued. Therefore in order for the Directors and
management to receive a benefit, the price of the Company's stock must increase
to a price in excess of the strike price when the option is exercised. Stock
Awards are free; then if the Company's stock price declines after issuance the
Directors and management still receive a benefit because they paid nothing for
the stock.
The Committee does not object to offering Directors and management Stock Options
because the Committee believes they reward management for positive performance.
Stock Awards, however, provide no performance incentive to the Directors and
management in the Committee's opinion since they are free and, thus, provide no
indirect benefit to Stockholders whose interests are diluted as a result of the
Stock Awards. Because the Company has combined the Stock Options and Stock
Awards into one proposal for Stockholder approval, the Committee has no
alternative but to vote against the entire proposal and recommends that other
Stockholders also vote against the Company's proposal.
THE COMMITTEE'S GOALS
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
STOCKHOLDERS. IF THE COMPANY DOES NOT
PERFORM, THE OFFICERS AND DIRECTORS
SHOULD NOT RECEIVE REWARDS!
The Committee believes its fellow Stockholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that
this goal can be accomplished most effectively by selling the Company, and has
urged management to pursue acquisition/merger discussions with potentially
interested commercial banks. In the opinion of the Committee, a sale of the
Company at this time may be more beneficial than the Company remaining an
independent financial institution because of the high multiples being paid for
lending institutions at this time by acquirors whose stock is also trading at
significantly high multiples.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominee, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue a stock repurchase program. The Board of Directors of the
Company would have to determine a satisfactory price which could be either all
cash or a combination of cash and stock. To accomplish the Committee's goal,
Baer and Seidman, if elected, will need the cooperation of two of other
Directors.
When you return the Committee's proxy card you are voting for Seidman and Baer
and none of the three Company Nominees. However, since the Committee is only
running two Nominees for the three Board of Director seats, if the two Committee
Nominees are elected, one of the Company Nominees who receives the highest
number of shares will also be elected.
MANAGEMENT AND THE DIRECTORS ARE NOW
SEEKING TO REWARD THEMSELVES
BEFORE THEY PERFORM
STOCK OPTIONS
A. The Incentive Plan if approved by the Stockholders, authorizes the
Company to grant of 379,343 Stock Option shares. If approved, the the Board of
Directors intends to immediately grant ------ Stock Option shares to employees
and ------- shares to outside directors. Options for ------- shares will be
reserved and available under the Incentive Plan for future grant to directors,
and/or employees. These Stock Options will vest twenty (20%) percent per year
for five (5) years, commencing one year from the date of grant. As the Company
disclosed, the exercise of these Stock Options may have a dilutive effect on the
holdings of the present Stockholders. If the Stock Options were the only part of
the Incentive Plan the Committee would not be against the Stock Option Plan, but
would still seek representation on the Company's Board of Directors.
STOCK AWARDS
HOW WOULD YOU LIKE TO BE GIVEN $1,972,581 FOR NOTHING
B. Issuance of Free Stock to Employees and Directors: The Incentive Plan,
if approved by the Stockholders, also authorizes the Company to grant 151,737
Stock Awards to the Company's employees and directors. The Committee believes
the Company will re-purchase the 151,737 Stock Award Shares which will cost the
Company approximately $1,972,581. In addition, the recipient of the Stock Award
Shares also will be entitled to receive cash and stock dividends and to direct
the voting of such granted shares. Immediately after purchase of the shares the
Company will give (for free) -------- Stock Award shares to certain executive
officers and directors. These shares will vest twenty percent (20%) per year for
five (5) years commencing one year from the date of grant.
The Company does not propose to make the issuance of the Stock Awards contingent
upon the attainment of performance goals. Therefore, even if the Company's
performance is poor, management and the directors will be rewarded at the
Stockholders' expense.
The Company earned approximately $563,000 for the March 31, 1999 quarter or
$187,666 per month. Therefore, the Company is asking its Stockholders to give
management and the directors approximately 10 1/2 months of the Company's
earnings. Simply stated, if the Company's earnings were to continue at such
level, the Company will have no earnings for the Stockholders for 10 1/2 months.
ACCORDING TO THE COMMITTEE'S CALCULATIONS, THE COST OF THE STOCK AWARDS WILL
ALSO RESULT IN A BOOK VALUE REDUCTION OF EACH SHARE IN THE AMOUNT OF
APPROXIMATELY $.52.
(1)The Company has the authority to issue authorized but unissued shares.
(2) Based upon the closing price of $13.00 per share for the Common stock on
July --, 1999.
THE COMPANY'S STOCK PRICE
The Company went public on February 12, 1999 at $10 a share. The Committee began
purchasing the Company's stock on February 16, 1999 when the price of the stock
was $10.77. The Committee filed its Schedule 13D on April 29, 1999, disclosing
the ownership of 203,000 shares or 5.35% of the outstanding shares. On April 29,
1999, the Company's closing stock price was $11.75. From April 29, 1999 to July
- ---, 1999; the stock price has increased to $----. Since February 16, 1999 to
July -- 1999, the Company's stock price has increased --%.
MR. SEIDMAN'S PAST HISTORY OF MAXIMIZING SHAREHOLDER VALUE
Mr. Seidman has been involved in proxy contests with two separate companies,
Wayne Bancorp, Inc. and IBS Financial Corp., seeking to maximize shareholder
value by a sale of the respective companies. Both companies were sold at
significant premiums to their book value and market price. In addition, Mr.
Seidman filed a Schedule 13D seeking to maximize shareholder value through a
sale of 1st Bergen Bancorp, Inc. ("Bergen") and Eagle BancGroup, Inc. ("EGLB").
1st Bergen Bancorp was sold shortly thereafter to Kearney Savings Bank, again,
at a significant premium and EGLB announced that they hired an investment
banking firm to explore strategic alternatives, including a sale of the company.
On February 25, 1999, Mr. Seidman, as a representative for his clients,
including some of the Committee Members, entered into an Agreement with CNY
Financial Corporation ("CNYF"), wherein CNYF agreed to increase the size of its
Board of Directors by one and add Seidman as a Director. Mr. Seidman agreed to
certain restrictions and voted his shares in support of CNYF stock based
compensation plans and he became a director of CNYF.
ELECTION OF SEIDMAN AND
BAER AS DIRECTORS
The Committee is proposing the election of Seidman and Baer because Stockholders
are entitled to independent Directors who will be dedicated to maximizing
shareholder value.
Lawrence Seidman is 51 years old and his address is 19 Veteri Place, Wayne, NJ
07470. Since March 10, 199, Mr. Seidman has been the President, General Counsel
and a Director of Menlo Acquisition Corporation. Mr. Seidman is also Manager of
Seidman & Associates, L.L.C., Seidman & Associates II, L.L.C., President of
Veteri Place Corp., the sole General Partner of Seidman Investment Partnership,
LP, Seidman Investment Partnership II, LP, Manager, of Federal Holdings, L.L.C.
and business consultant to certain partnerships and individuals, including, but
not limited to, Kerrimatt, LP.
Richard Baer is 52 years old and his address is 3 Webster Avenue, Summit, NJ
07910. Since February 1988, Mr. Baer has been Chairman of the Board and
President of Casper Partition System, Inc., a company principally involved in
the re-furbishing of work stations.
The members of the Committee have agreed to act in concert. Partners, Whitman
and DiPaolo disclaim any beneficial interest in any shares of Common Stock owned
by SAL, SAL II, SIP, SIP II, Kerrimatt, Federal, Baer, Seidman, or Seidman's
clients. Seidman disclaims any beneficial interest in any shares of Common Stock
owned by Partners, DiPaolo or Whitman. The members of the Committee reserve the
right to terminate their agreement to act in concert.
During the last five (5) years, none of the Committee members to the best of
their knowledge, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) 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 or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
Mr. Seidman is the manager of SAL, SAL II and Federal, and is the President of
the Corporate General Partner of SIP and SIPII and the investment manager for
Kerrimatt; and, in that capacity, Mr. Seidman has the authority to cause those
entities to acquire, hold, trade, and vote these securities. SAL. SAL II, SIP,
SIP II, Kerrimatt 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, SIP II, SAL, SAL II, Kerrimatt 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 compensation is, in part, 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.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
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, 1999.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Whitman, and Seidman will be
principally responsible to solicit proxies for the Committee and certain of
their 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 Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $15,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities and
expenses, including liabilities and expenses under the federal securities laws.
Approximately six (6) persons will be used by Beacon Hill Partners, Inc. in its
solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by Seidman, SAL, SAL II, SIP and SIP II.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $40,000 of which $0
has been incurred to date. The Committee intends to seek reimbursement from the
Company for those expenses incurred by the Committee, if the Committee's
Nominees are elected or if the Incentive Plan is not approved by the
Stockholders, but does not intend to submit the question of such reimbursement
to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must
be signed, dated, and returned to the Committee, c/o Beacon Hill Partners, Inc.,
in the enclosed envelope in time to be voted at the Annual Meeting. If you wish
to vote for the Committee position, 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.
The Incentive Plan may not be implemented unless Stockholders owning a majority
of the outstanding Common Stock vote in favor of the Incentive Plan.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will
be voted as specified. You may vote for the Committee's position or withhold
authority to vote for the Committee's position by marking the proper box on the
WHITE proxy card. Shares represented by a WHITE proxy card where no
specification has been made will be voted against the Incentive Plan for the two
Committee Nominees and for Deloitte & Touche, LLP, as auditors.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed 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 Stockholder 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 defeat the Incentive
Plans presently proposed and elect the Committee's Nominees as Directors at the
Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A VOTE AGAINST THE INCENTIVE
PLAN, FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
THE SOUTH JERSEY FINANCIAL CORPORATION, INC. COMMITTEE TO PRESERVE SHAREHOLDER
VALUE.
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 NOT to vote at this time.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or Richard Whitman at 800-330-9966, or
our proxy solicitor: Beacon Hill Partners, Inc., 90 Broad Street, New York, New
York 10004, at 800-755-5001.
<PAGE>
APPENDIX A
THE COMMITTEE TO MAXIMIZE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate ----- 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 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman and Associates II, L.L.C. ("SALII"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SALII and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
May 2000.
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Seidman is a private investor, with discretion over certain client accounts
and is the Manager of Federal, SAL and SAL II, and the President of the
Corporate General Partner of SIP and SIP II and the investment manager of
Kerrimatt. See Footnote No. 1 below for information concerning regulatory
action.
Baer is a private investor.
Richard Whitman is the Executive Vice President of Palisade Capital Management,
LLC, located at 1 Bridge Plaza, Fort Lee, NJ 07024. Mr. Whitman is a General
Partner of Benchmark Partners, LP, located at 750 Lexington Avenue, New York, NY
10022.
Lorraine DiPaolo is the president of The Benchmark Company, Inc., located at 750
Lexington Avenue, New York, NY 10022 and is also a General Partner of Benchmark
Partners, LP, also located at 750 Lexington Avenue, New York, NY 10022.
Partners is a Delaware Limited Partnership. Whitman and DiPaolo are the sole
individual General Partners of Partners. Whitman and DiPaolo share investment
discretion, dispositive power, and voting authority with respect to Partners.
<PAGE>
Name Business Address # of shares of
common stock
beneficially owned % of Class
Seidman and Associates 100 Misty Lane 49,000 1.291
L.L.C. (SAL) Parsippany, NJ 07054
Seidman and Associates II, 100 Misty Lane 33,800 .891
L.L.C. (SAL II) Parsippany, NJ 07054
Seidman Investment 19 Veteri Place 51,300 1.352
Partnership, L.P. (SIP) Wayne, NJ 07470
Seidman Investment 19 Veteri Place 65,500 1.726
Partnership II, L.P. (SIP) Wayne, NJ 07470
Kerrimatt, LP 80 Main St. 45,000 1.186
West Orange, NJ 07052
Federal Holdings, LLC One Rockefeller Plaza 49,400 1.302
New York, NY 10020
Lawrence B. Seidman 100 Misty Lane 328,100 8.649
Individually (1) Parsippany, NJ 07054
Benchmark Partners, L.P.(2) 750 Lexington Avenue 22,500 .593
New York, NY 10022
Richard Whitman, Individually One Bridge Plaza (2) .593
(3) Fort Lee, NJ 07024
Lorraine DiPaolo, Individually 750 Lexington Avenue (2) .593
(3) New York, NY 10022
______________________________________
(1) Seidman owns 5,600 shares of common stock directly, but may be
deemed to have sole voting power and dispositive power as to 328,100 shares
beneficially owned by SIP, SIP II, SAL, SAL II, Kerrimatt, Federal, and
several 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's allegedly obstructing an OTS
investigation. The C & D ordered him to cease and desist from (i) any
attempts to hinder the OTS in the discharge of its regulatory
responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold
material information from the OTS related to the performance of its
regulatory responsibilities. The Order also provides that for a period of
no less than three (3) years if Seidman becomes an institution-affiliated
party of any insured depository institution subject to the jurisdiction of
the OTS, to the extent that his responsibilities include the preparation or
review of any reports, documents, or other information that would be
submitted or reviewed by the OTS in the discharge of its regulatory
functions, all such reports, documents, and other information shall, prior
to submission to, or review by the OTS, be independently reviewed by the
Board of Directors or a duly appointed committee of the Board to ensure
that all material information and facts have been fully and adequately
disclosed. In addition, a civil money penalty in the amount of $20,812 was
assessed.
(2) Whitman and DiPaolo do not own any shares personally, but may be
deemed to have shared voting power and dispositive power as to 22,500
shares beneficially owned by Partner.
(3) Less than 1%.
<PAGE>
APPENDIX B
DATE PRICE PROCEEDS SHARES
- -------------------------------------------------------------------------------
SEIDMAN & ASSOCIATES LLC
21699 10.87 32,625.00 3,000
21799 10.74 53,687.00 5,000
21799 10.81 27,031.00 2,500
22399 10.81 54,062.00 5,000
22699 10.74 26,844.00 2,500
4799 11.19 55,937.00 5,000
42299 11.31 33,937.00 3,000
52499 12.6875 63,437.50 5,000
52599 12.6875 63,437.50 5,000
6299 12.625 63,375.00 5,000
6299 12.6664 37,999.20 3,000
6399 12.625 63,125.00 5,000
- -----------------------------------------------------------------------------
SUB-TOTAL 575,497.20 49,000
SEIDMAN INVEST. PARTNERSHIP LP
21699 10.87 32,625.00 3,000
21799 10.81 27,031.00 2,500
21999 10.75 53,750.00 5,000
22399 10.81 54,062.00 5,000
31099 11.12 55,625.00 5,000
4899 11.12 36,712.00 3,300
42299 11.31 33,937.00 3,000
51499 11.86 47,450.00 4,000
51499 11.99 35,956.80 3,000
52199 12.62 63,125.00 5,000
52499 12.6875 63,437.50 5,000
6299 12.625 31,562.50 2,500
6399 12.625 63,125.00 5,000
- -----------------------------------------------------------------------------
SUB-TOTAL 598,398.80 51,300
SEIDMAN & ASSOCIATES II, LLC
21699 10.87 32,625.00 3,000
21799 10.81 27,031.00 2,500
21999 10.75 53,750.00 5,000
22499 10.80 54,000.00 5,000
22699 10.74 26,844.00 2,500
3199 10.74 26,844.00 2,500
4899 11.12 36,712.00 3,300
51499 11.99 119,856.00 10,000
- -----------------------------------------------------------------------------
SUB-TOTAL 377,662.00 33,800
LAWRENCE SEIDMAN CLIENTS
21799 10.81 27,025.00 2,500
21799 10.74 53,687.00 5,000
21799 10.81 27,027.00 2,500
21799 10.81 27,027.00 2,500
21799 10.81 27,027.00 2,500
21999 10.75 53,750.00 5,000
22399 10.81 54,062.00 5,000
42799 11.63 11,627.00 1,000
42799 11.49 11,490.00 1,000
42799 11.49 11,487.00 1,000
51099 12.05 12,054.00 1,000
51399 12.35 1,235.25 100
6999 12.5625 62,812.50 5,000
- -----------------------------------------------------------------------------
SUB-TOTAL 380,310.75 34,100
KERRIMATT, LP
21699 10.87 32,625.00 3,000
21799 10.81 27,031.00 2,500
21999 10.75 53,750.00 5,000
22399 10.81 54,062.00 5,000
3899 11.30 45,200.00 4,000
31099 11.12 55,625.00 5,000
31999 11.25 56,250.00 5,000
42299 11.31 33,937.00 3,000
52499 12.6875 63,437.50 5,000
6299 12.625 31,562.50 2,500
6399 12.625 63,125.00 5,000
- -----------------------------------------------------------------------------
SUB-TOTAL 516,605.00 45,000
FEDERAL HOLDINGS LLC
21799 10.81 59,469.00 5,500
21999 10.75 53,750.00 5,000
22399 10.81 54,062.00 5,000
31099 11.12 55,625.00 5,000
4899 11.12 37,825.00 3,400
42299 11.31 33,937.00 3,000
51499 11.87 118,750.00 10,000
52199 12.62 63,125.00 5,000
52499 12.6875 63,437.50 5,000
6299 12.6664 31,666.00 2,500
- -----------------------------------------------------------------------------
SUB-TOTAL 571,646.50 49,400
SEIDMAN INVEST. PARTNERSHIP II, LP
21699 10.87 32,625.00 3,000
21799 10.81 27,031.00 2,500
21999 10.75 53,750.00 5,000
22399 10.81 54,062.00 5,000
3199 10.74 26,844.00 2,500
31099 11.12 55,625.00 5,000
31999 11.25 56,250.00 5,000
42299 11.31 33,937.00 3,000
42899 11.53 92,250.00 8,000
51399 12.06 60,312.50 5,000
52199 12.62 63,125.00 5,000
52499 12.75 63,750.00 5,000
52599 12.6875 63,437.50 5,000
6199 12.6875 82,468.75 6,500
- -----------------------------------------------------------------------------
SUB-TOTAL 765,467.75 65,500
BENCHMARK PARTNERS, LP
51899 12.29 61,452.00 5000
52199 12.63 126,265.00 10,000
6299 12.63 94,725.00 7,500
- -----------------------------------------------------------------------------
SUB-TOTAL 282,442.00 22,500
TOTAL 4,068,030.00 350,600
- -------------------------------------------------------------------------------
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF SOUTH JERSEY
FINANCIAL CORPORATION, INC. BY THE SOUTH JERSEY FINANCIAL CORPORATION, INC.
COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence B. Seidman or Richard Baer with full
power of substitution, as Proxy for the undersigned, to vote all shares of
common stock, par value $.01 per share of South Jersey Financial Corporation,
Inc. (the "Company"), which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on August 18, 1999, at 2:00 p.m. (local time)
or any adjournment(s) or postponement(s) thereof (the "Meeting"), as follows:
1. The approval of the South Jersey Financial Corporation, Inc. 1999
Stock-Based Incentive Plan:
For ___ Against ___ Abstain __
Shares will be voted as directed. If no direction is made, this Proxy
will be voted against the proposal of the South Jersey Financial
Corporation, Inc. 1999 Stock-Based Incentive Plan.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
<PAGE>
2. ELECTION OF DIRECTORS - COMMITTEE NOMINEES
-- FOR ALL THE NOMINEES LISTED BELOW
-- WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE
BY PLACING AN "X" NEXT TO HIS NAME
-- RICHARD BAER -- LAWRENCE B. SEIDMAN
There is no assurance that any of the Company's Nominees will serve as Directors
if the Committee Nominees are elected to the Board.
3. APPOINTMENT OF DELOITTE & TOUCHE, LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1999:
For ___ Against ___ Abstain __
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "AGAINST" the Incentive Plan and "FOR" the election of the Committee's
Nominees as Directors 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. 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.
