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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No.1)*
South Jersey Financial Corporation, Inc.
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Common Stock
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838493104
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(CUSIP Number)
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054,
(973) 560-1400, Ext.108
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box./ /
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 838493104
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Lawrence B. Seidman SS#075 38 0679
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
204,000
NUMBER OF -------------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
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OWNED BY
9 SOLE DISPOSITIVE POWER
204,000
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 204,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.377
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
The statement on Schedule 13D which was filed April 29, 1999, on behalf on
behalf of Seidman and Associates, L.L.C. ("SAL"), Seidman and Associates II,
L.L.C. ("SALII"), Seidman Investment Partnership, LP ("SIP"), Seidman Investment
Partnership II, LP ("SIPII") Federal Holdings L.L.C. ("Federal"), Kerrimatt, LP
("Kerrimatt") and Lawrence B. Seidman ("Seidman") (collectively, the "Reporting
Persons") with respect to the Reporting Persons' beneficial ownership of shares
of Common Stock (the "Shares"), South Jersey Financial Corp., a Delaware
Corporation (the "Issuer") is hereby amended as set forth below: Such Statement
on Schedule 13D is hereinafter referred to as the "Schedule 13D". Terms used
herein which are defined in the Schedule 13D shall have their respective
meanings set forth in the Schedule 13D.
2. Identity and Background
(a) Richard Baer
(b) 3 Webster Avenue
Summit, NJ 07910
(c) Richard Baer is the Chairman of the Board and President of Casper
Partition System, Inc.
(d) During the last five years Mr. Baer has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years Mr. Baer was not 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 not
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.
(f) U.S.A.
4. Purpose of Transaction
On May 14, 1999, Lawrence Seidman, individually, and Seidman & Associates, LLC
sent a letter to Joseph Sidebotham, Corporate Secretary, requesting
representation on South Jersey Financial Corp.'s Board of Directors for two
nominees, Lawrence Seidman and Richard Baer. The letter of May 14, 1999 is
attached hereto as Exhibit A and is incorporated herein in its entirety.
5. Interest in the Securities of the Issuer
(a)(b)(c) As of the close of business on May 11, 1999 the Reporting Persons
owned beneficially an aggregate of 204,000 shares of Common Stock, which
constituted approximately 5.377% of the 3,793,430 shares of Common Stock
outstanding, based upon the Company's Form 10-KSB for fiscal year end December
31, 1998.
The schedule below describes transactions in the Common Stock effected by the
Reporting Persons from April 29, 1999 to May 11, 1999. Except as set forth in
this Item 5, none of the Reporting Persons owns beneficially or has a right to
acquire beneficial ownership of any Common Stock, and except as set forth in
this Item 5, none of the Reporting Persons has effected transactions that have
not been previously reported in the Common Stock during the past sixty (60)
days.
No of Total
Trade Date Shares Price Cost/(Proceeds) Entity
- ------------- ----------------- ------------ ----------------- ---------------
51099 1,000 12.00 12,000.00 Seidman
- -
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
----------------------------
5/14/99 /s/ Lawrence B. Seidman
Date Lawrence B. Seidman, Power of
Attorney Pursuant to Joint
Filing Statement Dated
April 28, 1999.
<PAGE>
Exhibit A
LAWRENCE B. SEIDMAN, ESQ.
100 Misty Lane
P. O. Box 5430
Parsippany, NJ 07054
May 14, 1999
Via Fax and Federal Express
South Jersey Financial Corp.
4651 Route 42
Turnerville, New Jersey 08012
Att: Mr. Joseph Sidebotham, Corporate Secretary
Dear Mr. Sidebotham:
Seidman & Associates, LLC ("SAL") and I, (hereinafter referred to as "Nominating
Shareholders") hereby give notice that they are nominating myself ("Seidman")
and Richard Baer ("Baer") for election to the South Jersey Financial Corporation
(`SJFC") Board of Directors at the next Annual Meeting of Shareholders presently
scheduled for August 18, 1999.
Seidman individually is the record holder of 1,000 shares of SJFC stock and his
address, on your corporate books, is 19 Veteri Place, Wayne, New Jersey 07470.
SAL is the record holder of 1,000 shares of SJFC stock and its address on your
corporate books is also 19 Veteri Place, Wayne, New Jersey 07470. In addition,
SAL is also the beneficial owner of 26,000 shares of SJFC stock (including the
1,000 shares noted above) and Seidman is the beneficial owner of 204,000 shares
of SJFC stock (the SAL shares are also included within the number of shares he
beneficially owns.) All the shares (except the 2,000 shares held in record name)
are held by Bear Stearns & Co. which appear under CEDE & Co. on the books and
records of SJFC. CEDE & Co.'s address is 55 Water Street, New York, NY 10041.
Seidman is the representative of SAL, Seidman Investment Partnership, L.P.,
("SIP"), Seidman Investment Partnership II, L.P. ("SIPII"), Seidman & Associates
II, LLC ("SALII"), Kerrimatt, L.P. ("Kerrimatt") and Federal Holdings, LLC
("Federal"). All the disclosures set forth in the Schedule 13D filed on April
29, 1999 are incorporated herein in their entirety by reference, including
without limitation the dislosures concerning the shareholdings of each of the
noted entities.
It is the opinion of counsel for The Nominating Shareholders that Section 6(c)
of the Bylaws of SJFC ["Section 6(c)"] is not valid or enforceable; and, it is
therefore not necessary to submit the information stipulated thereunder in order
to effectively nominate persons for election to the Board of Directors.
Nevertheless, in the spirit of cooperation and without prejudice, the Nominating
Shareholders herewith submit Exhibit A, which contains all the information
required by Section 6 (c), except the home addresses of Seidman and Baer, which
are as follows:
Richard Baer
3 Webster Avenue
Summit, NJ 07910
Lawrence B. Seidman
19 Veteri Place
Wayne, NJ 07470
I hereby request, on behalf of The Nominating Shareholders and on behalf of the
nominees, that you provide me with SJFC's updated shareholder lists (including
the NOBO/CEDE/Philadep list) as required by the Delaware General Corporation
Law, Section 14a-7 of the Exchange Act of 1934, and Rule 14a-7 promulgated
thereunder so that proxies can be solicited for the two (2) director nominees,
and in opposition to management's slate of directors. Pursuant to Rule 14a-7,
please delivery the shareholder lists to me within five (5) business days. A
copy of the Certification required pursuant to Rule 14a-7 is attached hereto.
I hereby request that the above shareholder lists be provided to me in paper,
and magnetic tape, or disc form (whichever form is utilized by your transfer
agent). Furthermore, please update the record holder information on a daily
basis, or at the shortest other reasonable intervals, until the record date for
the next Annual Meeting.
The Nominating Shareholders feel very strongly that shareholder representation
is very important to corporate governance, and to the maximization of
shareholder value. If a representative of the SJFC desires to discuss the
accomplishment of these goals, please contact the undersigned.
The enclosed material is being filed with you, as the Secretary of SJFC, as
required by Section 6(c). In addition, if it is the opinion of SJFC that
additional information is required, pursuant to Section 6(c), please notify me
in writing, specifying what information is required. If you require the
operating agreements for Federal, SAL and SALII or the partnership agreements
for SIP and SIPII or the letter agreements for Kerrimatt, Jeffrey Greenberg or
Stephen Greenberg, please notify me in writing. (These were previously filed as
Exhibits to the Schedule 13D filed on April 29, 1999.) Furthermore, please
specify the basis of each said request so we can properly evaluate same.
The Nominating Shareholders have no material financial interest in the proxy
solicitation to be conducted in opposition to the nominees selected by SJFC
management. Any director fees paid to the nominees (Seidman and Baer), if they
are elected, will belong to the respective nominee.
This letter is being signed by both of the Nominating Shareholders, to comply
with the requirements of Section 6(c).
If you have any questions concerning the above or require any additional
information, please contact the undersigned.
Very truly yours,
/s/Lawrence B. Seidman
--------------------------------
Lawrence B. Seidman, Individually
/s/Lawrece B. Seidman, Manager
--------------------------------
Lawrence B. Seidman, Manager
Seidman and Associates, L.L.C.
<PAGE>
CERTIFICATION
Lawrence B. Seidman, upon his oath certifies as follows:
1. The Nominating Shareholders will not use the shareholder list
information for any purpose other than to communicate with, and, if necessary,
to solicit proxies from, the shareholders of South Jersey Financial Corporation
with respect to the slate of Directors proposed by management for election at
the next annual shareholder meeting.
2. Nominating Shareholders will not disclose the shareholder list
information to any person other than the beneficial owner for whom the
shareholder list request was made, or an employee or agent to the extent
necessary to effect the communication or solicitation referred to above.
/s/Lawrence B. Seidman
----------------------
LAWRENCE B. SEIDMAN
STATE OF NEW JERSEY )
)SS.
COUNTY OF MORRIS )
BEFORE ME, a notary public in and for the State of New Jersey, County of Morris,
did personally appear LAWRENCE B. SEIDMAN, who made oath under penalty of
perjury that the aforesaid facts are true and correct to the best of his
knowledge, information and belief.
GIVEN under my hand and seal this 14th day, May, 1999.
/s/Ruth W. Rivkind
Notary Public of New Jersey
My Commission expires:
Feb. 14, 2001
EXHIBIT A
SCHEDULE OF INFORMATION REQUIRED BY SECTION 6(c)
of the
BYLAWS OF SOUTH JERSEY FINANCIAL CORPORATION
(i) The Nominating Shareholders and their addresses:
No. of Shares
Held As
Name Business Address Recordholder*
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1. Seidman and Associates, 19 Veteri Place 1000
L.L.C. Wayne, NJ 07470
2. Lawrence B. Seidman 19 Veteri Place 1000
Wayne, NJ 07470
[*Each Nominating Shareholder is the beneficial owner of additional shares as
set forth in subparagraph (iv) below. On May 10, 1999 a request was submitted to
DTC to transfer title to 1000 shares of SJFC to SAL and upon information and
belief these shares were transferred. ]
(ii) Name, age, business address of Nominees:
Lawrence Seidman, Age 51
100 Misty Lane
Parsippany, NJ 07470
Richard Baer, Age 51
3 Webster Avenue
Summit, NJ 07910
(iii) Principal occupation or employment of Nominees and relationships
(business, employment, familial) with Nominating Shareholders:
Lawrence Seidman, Mr. Seidman, since March 10, 1999 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. [Further information with
regard to each entity is set forth in subpargraph (iv) and the Schedule
13D filed on April 29, 1999.]
Richard Baer, since February 1988 has been Chairman of the Board and
President of Casper Partition System, Inc., a company principally
involved in the re-furbishing of work stations.
(iv)(a) The following sets forth the name, business address, and the number of
shares of Common Stock of the SJFC beneficially Owned as of May 11,
1999, by each of the Nominating Shareholders. [The actual stock
purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Business Address Owned & Owned Percent
Class in Record Name(4) of
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1. Lawrence B. Seidman, Lanidex Center 204,000 5.377
Individually(Seidman)and 100 Misty Lane
on behalf of entities and Parsippany, NJ 07054
and clients (1)
2.Seidman and Associates, Lanidex Center, 26,000 .685
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
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(1) Seidman owns 1,000 shares of common stock directly, but may be deemed to
have sole voting power and dispositive power as to 204,000 shares beneficially
owned by SIP, SIPII, SAL, SAL II, Kerrimatt and Federal and his clients (Jeffrey
Greenberg, Steven Greenberg, Sonia Seidman, Melissa and Richard Baer). Mr. Baer
beneficially owns 1,000 shares. 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 due to Seidman having allegedly obstructed 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 C & D 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 under the C & D.
<PAGE>
(iv)(b) The following sets forth the name, business address, and the number of
shares of Common Stock of the SJFC beneficially Owned as of May 11,
1999, by each of the affiliates of the Nominating Shareholders. [The
actual stock purchase transactions are set forth on Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class Business Address in Record Name of
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1. Seidman and Associates Lanidex Center, 23,800 .627
II, L.L.C.(SALII) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment 19 Veteri Place 26,800 .706
Partnership, L.P.(SIP) Wayne, NJ 07470
3. Seidman Investment 19 Veteri Place 39,000 1.028
Partnership II, L.P.(SIPII) Wayne, NJ 07470
4. Lawrence Seidman Clients 19 Veteri Place 29,000 .764
Wayne, NJ 07470
5. Federal Holdings, LLC One Rockefeller Plaza 26,900 .709
New York, NY 10020
6. Kerrimatt, LP 80 Main St. 32,500 .856
West Orange, NJ 07052
The aggregate purchase price of the 204,000 Shares owned beneficially by the
above on May 11, 1999 was approximately $2,237,261, (inclusive of brokerage
commissions). Such Shares have been (or will be in the case of transactions
which have not yet settled) paid for through working capital of the respective
entities. As of May 11, 1999, none of the Nominating Shareholders had an
outstanding margin balance.
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 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
SIP and Lawrence Seidman is the only shareholder 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. David Mandelbaum is the
General Partner of Kerrimatt. Lawrence Seidman has the sole investment
discretion and voting authority with respect to such securities.
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.
Lawrence Seidman is a private investor whose principal office is located at 100
Misty Lane, Parsippany, NJ 07054. Mr. Seidman has sole investment discretion and
voting authority for SAL, SALII, SIP, SIPII, Kerrimatt and Federal. In addition
Mr. Seidman has sole investing discretion and voting authority for his clients,
Jeffrey Greenberg, Steven Greenberg, Melissa and Richard Baer and his wife,
Sonia Seidman.
A. The General Partner of SIP is: Veteri Place Corp; a New Jersey Corporation
(Seidman is the sole officer, and shareholder). Seidman through Veteri Place
Corp. is entitled to 20% of the profits.
B. The General Partner of SIPII is: Veteri Place Corp; a New Jersey Corporation
(Seidman is the sole officer and shareholder). Seidman through Veteri Place
Corp. is entitled to 25% of the profits.
C. The members SAL are: Seidman; Sonia Seidman; Seidcal Associates LLC (Brant
Cali, Managing Member); Paul Schmidt; and Richard Greenberg. Seidman is entitled
to an annual salary of $125,000 and as Manager is entitled to a 5% of the
profits earned by SAL.
D. The members of SAL II are: Sonia Seidman and Seidcal Associates, L.L.C.
(Brant Cali, Managing Member). Seidman is entitled to 5% of the profits earned
by SAL II.
E. Mr. Seidman has an agreement with Kerrimatt, L.P., which gives him the
complete discretion to vote and dispose of securities of the Issuer owned by
Kerrimatt, L.P. Mr. Seidman is entitled to a percentage of the profits derived
from these securities, which is calculated after allowing a return to Kerrimatt,
L.P.
F. Mr. Seidman has an agreement with Federal which gives him the complete
discretion to vote and dispose of securities of the Issuer owned by Federal. Mr.
Seidman is entitled to a percentage of the profits derived from these securities
which is calculated after allowing a return to Federal.
G. None of the partners of Kerrimatt, SIP and SIPII, members of SAL, Federal, or
SALII or any of Mr. Seidman's private clients own any shares of Issuer except as
disclosed herein.
The following are certain provisions concerning the division of profits or
losses or guarantees of profits with reference to SAL, SALII , SIP, SIPII,
Kerrimatt and Federal. In Section 8.1(d) of the operating agreements for each of
SAL and SALII, Mr. Seidman is entitled to 5% of the net profits each year and
his wife is entitled to 15% of the net profits. In addition Section 11.3(b) in
SAL's operating agreement entitles Mr. Seidman to annual compensation of
$125,000. Mr. Seidman is also entitled to 20% of the net profits under the
agreements with SIP [Section 9(a)(i)]]. Mr. Seidman is also entitled to 25% of
the net profits under the agreement with SIPII. [Section 9]. In addition Mr.
Seidman is also entitled to 25% of the Net Profits under the Agreement with
Federal.
Mr. Seidman is the Manager of Federal, SAL, SALII and is the president of the
corporate general partner of SIP and SIPII; and 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, SALII, Federal, Kerrimatt,
SIP and SIPII were all created to acquire, hold and sell publicly traded
securities. None of the entities disclosed herein were formed to solely acquire,
hold and sell the Issuer's securities. Each of these entities owns securities
issued by one or more companies other than Issuer. The members and limited
partners in SAL, SALII, SIP, SIPII, Kerrimatt and Federal are all passive
investors, who do not - and can not - 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 involving the Issuer's
securities.
The voting power over the Issuer'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.
Pursuant to Section 16 of the Amended and Restated Agreement of Limited
Partnership (Partnership Agreement), Veteri Place Corporation, as of the end of
each fiscal quarter shall be entitled to receive an administrative fee equal to
a quarter of 1% of SIP's assets.
The scheduled term of SIP is until December 31, 2014 unless sooner terminated as
provided in the Partnership Agreement.
The Scheduled term of SIPII is until December 31, 2014 unless sooner terminated
as provided in the Partnership Agreement.
SAL's term shall continue in full force and effect until May 1, 2024 unless
terminated as provided for in its operating agreement.
SALII's term shall continue in full force and effect until May 1, 2024 unless
terminated as provided for in its operating agreement.
Kerrimatt's term shall continue in full force and effect as provided in its
Letter Agreement. Pursuant to Paragraph 7 of the Letter Agreement, Mr. Seidman
is entitled to a quarterly administration fee equal to a .25% of 1% of Kerrimatt
assets.
Federal's term shall continue in full force and effect until April 30, 2045 as
provided for in its operating agreement. Pursuant to Article 10.1 of the
operating agreement, Mr. Seidman's management term expires on June 30, 2000.
Pursuant to Article 10.2 of the Operating Agreement, Mr. Seidman is entitled to
a quarterly administration fee equal to .25% of 1% of Federal's assets.
The persons and entities listed above agreed to act in concert with regard to
the election of Directors. The persons and entities listed above reserve the
right to terminate their agreement to act in concert.
Each of the above entities, except as provided above disclaims any beneficial
interest in any shares of Common Stock owned by the other named entities.
During the last five (5) years, none of SAL, SAL II, SIP, SIPII, Federal,
Kerrimatt, Baer and Seidman (nor any of the members of the limited liability
companies nor limited partners of the limited partnerships) 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.
SOLICITATION; EXPENSES
Proxies may be solicited by a Committee comprised of the Nominating Shareholders
and the affiliates of the Nominating Shareholders listed above, (The
"Committee") by mail, advertisement, telephone, facsimile, telegraph, and
personal solicitation. Baer 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
exclusively borne by Seidman, SAL, SAL II, SIP and SIPII.
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 their nominees are
elected, but does not intend to submit the question of such reimbursement to a
vote of the Stockholders.
Seidman and Baer entered into an agreement with SAL, SIP, SIPII and SAL II.
whereby these entities have agreed to bear all costs and expenses of, and
indemnify against any and all liability incurred by, Seidman and Baer in
connection with Seidman and Baer being candidates and a "participant in a
solicitation" (as defined in the rules and regulations under the Securities
Exchange Act of 1934, as amended). Seidman and Baer will receive directors' fees
upon their election as a Directors of the Company in accordance with the
Company's then practice.
None of the participants in this solicitation nor any associates of the
participants except as set forth herein (i) owns beneficially, directly or
indirectly, or has the right to acquire, any securities of the Company or any
parent or subsidiary of the Company, (ii) owns any securities of the Company of
record but not beneficially, (iii) has purchased or sold any securities of the
Company within the past two years, (iv) has incurred indebtedness for the
purpose of acquiring or holding securities of the Company, (v) is or has been a
party to any contract, arrangement or understanding with respect to any
securities of the Company within the past year, (vi) has been indebted to the
Company or any of its subsidiaries since the beginning of the Company's last
fiscal year or (vii) has any arrangement or understanding with respect to future
employment by the Company or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party. In addition, except
as set forth herein none of the participants or any of the persons participating
in this solicitation on behalf of the participants nor any associate or
immediate family member of any of the foregoing persons has had or is to have a
direct or indirect material interest in any transaction with the Company since
the beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
(vi) During the past ten years none of the participants has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(vii) As of March 31, 1999, there were 3,793,430 shares of Common Stock
shares of the Corporation outstanding based upon the Company's Form 10-KSB for
fiscal year end December 31, 1998. No record date for the August 18, 1999 Annual
Meeting has been schedule.
<PAGE>
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
- --------------------------------------------------------------------------------
SUB-TOTAL 284,123.00 26,000
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
- --------------------------------------------------------------------------------
SUB-TOTAL 293,742.00 26,800
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
- --------------------------------------------------------------------------------
SUB-TOTAL 257,806.00 23,800
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 11.43 34,462.50 3,000
51099 12.00 12,000.00 1,000
- --------------------------------------------------------------------------------
SUB-TOTAL 316,067.50 29,000
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
- --------------------------------------------------------------------------------
SUB-TOTAL 358,480.00 32,500
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
- --------------------------------------------------------------------------------
SUB-TOTAL 294,668.00 26,900
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
- --------------------------------------------------------------------------------
SUB-TOTAL 432,374.00 39,000
TOTAL $2,237,260.50 204,000
<PAGE>
Affidavit
I, Lawrence B. Seidman and I, Richard Baer consent to be named in the
proxy statement as nominees and to serve as directors, if elected at the next
Annual Meeting of South Jersey Financial Corporation.
/s/ Lawrence B. Seidman
-----------------------
Lawrence B. Seidman
/s/ Richard Baer
-----------------------
Richard Baer
Sworn to before me
This 14th day of May, 1999
/s/Ruth W. Rivkind
Ruth W. Rivkind
A Notary Public of New Jersey
My Commission Expires Feb. 14, 2001
