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SOUTH JERSEY FINANCIAL CORPORATION, INC.
PLEASE VOTE MANAGEMENT'S "BLUE" PROXY ONLY AND DO NOTHING WITH THE
"WHITE" CARD.
July 26, 1999
Dear Stockholder:
ATTENTION! A DISSIDENT STOCKHOLDER GROUP IS ATTEMPTING TO REMOVE TWO KEY MEMBERS
OF YOUR BOARD OF DIRECTORS.
You may have received or will be receiving proxy materials from a dissident
shareholder group who has styled themselves as the "Committee to Preserve
Shareholder Value." We will refer to this committee as the Seidman Group,
because that's exactly what it is. Seidman is no stranger to instigating costly
and protracted proxy fights. Seidman has been involved in disruptive actions
involving at least eight other New Jersey community banks.
The Seidman Group is seeking to remove two of our Directors from the Board of
South Jersey Financial Corporation, Inc. Arthur E. Armitage, Jr., Gregory M.
DiPaolo and John V. Field, have a combined 48 years of experience with South
Jersey Savings and Loan Association (the "Bank") and oversaw the successful
conversion of the Bank from mutual to stock form. In the little more than five
months since the Bank converted, the Market Value of the Company's stock has
increased from $10.00 per share (its initial offering price) to $14.50 per
share, or an increase of approximately 45%, significantly out-performing both
general stock market and bank-only stock indices. In addition, during this
five-month period, South Jersey Financial's stock is one of only a few
conversion stock new issuances to consistently trade above its initial offering
price.
Our Bank needs strong, experienced leadership. The removal of the experienced
Company Directors who know the local market represents a significant danger to
the value of your investment in South Jersey Financial and the future prospects
of the Company.
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DO NOT PUT THE BANK IN THE HANDS OF THE SEIDMAN GROUP.
The Seidman Group has stated that it intends to seek the immediate sale of South
Jersey Financial regardless of the fact that South Jersey Financial has been a
public company less than six months.
YOUR BOARD OF DIRECTORS IS VEHEMENTLY OPPOSED TO:
o THE REMOVAL OF THE SOUTH JERSEY FINANCIAL BOARD NOMINEES AS DIRECTORS
o THE ELECTION OF SEIDMAN AND HIS SELF-SERVING NOMINEE (BAER)
o THE SEIDMAN GROUP'S PLAN TO FORCE THE IMMEDIATE SALE OF THE COMPANY
ACCORDINGLY, YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU TO COMPLETE, SIGN,
DATE AND RETURN MANAGEMENT'S "BLUE" PROXY CARD, IN ITS "BLUE" POSTAGE-PAID
ENVELOPE, VOTING "FOR" ALL OF ITS NOMINEES.
PLEASE DO NOT RETURN ANYTHING TO THE SEIDMAN GROUP OR THE SO-CALLED
"COMMITTEE TO PRESERVE SHAREHOLDER VALUE." PLEASE DO NOT SIGN ANY
"WHITE" PROXY CARD.
Your Board of Directors is convinced that this disruptive and costly proxy
contest initiated by the Seidman Group is harmful to your Company. Please do not
put the future of the Company at risk. The current management is responsible for
the results achieved by the Company to date. Since the Company acquired South
Jersey Savings and Loan Association in connection with the Bank's conversion
from mutual to stock form in February 1999, the Board of Directors has sought
all means available to it to enhance the value of your investment in the
Company. Your Board and Management have adopted a business plan designed to
improve profitability and enhance the strategic value of your Company. THE
COMPANY'S BOARD IS IN THE PROCESS OF EXECUTING THE COMPANY'S BUSINESS PLAN.
FURTHER, THE COMPANY'S BOARD HAS ALREADY ADOPTED A STOCK REPURCHASE PLAN SUBJECT
TO REGULATORY APPROVAL AND HAS FILED AN APPLICATION WITH THE OFFICE OF THRIFT
SUPERVISION ("OTS") SEEKING SUCH APPROVAL.
DO NOT BE MISLED!!! A forced sale is not the way to attain maximum value. Your
Board is convinced that, in order to enhance shareholder value, the most
important factor is to make sure that the Bank operates in the most efficient
way possible. Your Directors would consider any reasonable and legitimate offer
for your Company and will evaluate any such offer in accordance with its
fiduciary responsibilities. The Company has not been presented with an offer to
be acquired and is prohibited from taking ANY action to enter into a transaction
that would require shareholder approval, such as the sale of the Company,
without prior written consent from the OTS.
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Your Board has enhanced, and will continue to seek to enhance, the value of your
shares in the manner we believe will best maximize the value consistent with our
fiduciary responsibilities.
The Seidman Group has stated it will seek reimbursement for its costly proxy
solicitation and related expenses. The Board of Directors wants you to know that
it has no intention of reimbursing the Seidman Group for those costs without
Shareholder approval.
On behalf of Management and the Board, we thank you for your continued support.
Please do not hesitate to telephone either of the undersigned if you have any
questions, or call our proxy solicitor Kissel-Blake, if you need assistance in
voting.
Very truly yours,
/s/ Robert J. Colacicco /s/ Gregory M. DiPaolo
- ----------------------- --------------------------------------
Robert J. Colacicco Gregory M. DiPaolo
President, Chief Executive Officer Executive Vice President, Treasurer,
and Director Chief Operating Officer and Director
ADDITIONAL SOUTH JERSEY FINANCIAL CORPORATION INC. - BOARD OF DIRECTORS
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Richard W. Culbertson, Jr. Richard G. Mohrfeld
Chairman Director
Arthur E. Armitage, Jr. Martin Rosner
Director Director
John V. Field Ronald L. Woods
Director Director
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SOLICITATION OF PROXIES
The cost of soliciting Management's proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable and appropriate expenses incurred by them in sending
Management's proxy materials to the beneficial owners of South Jersey
Financial's Common Stock. The Company has retained Kissel-Blake, Inc., a
professional proxy solicitation firm, to assist in the solicitation of proxies
for a fee of $30,000, plus reimbursement of expenses. Approximately 50 persons
will be utilized by Kissel-Blake, Inc., in such solicitation. The total amount
estimated to be expended in connection with this proxy contest is $125,000,
which excludes the amount normally expended in connection with a solicitation
for the election of directors in the absence of a contest, and costs represented
by salaries and wages of regular employees and officers of the Company. No
amount has been paid to date. In addition to solicitation by mail, directors and
officers of the Company may solicit proxies personally, by telegraph, by
facsimile transmission or by telephone without additional compensation.
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YOUR VOTE IS IMPORTANT
1. The Board of Directors urges you to DISCARD the WHITE proxy card recently
sent to you by the Seidman Group. A "WITHHOLD AUTHORITY" vote on the
Seidman Group's White proxy card is not a vote for the Board's nominees.
To vote FOR your Company's nominees you MUST execute a BLUE proxy card
2. Therefore, if you voted on a White proxy card BUT WISH TO SUPPORT YOUR
COMPANY'S NOMINEES, please sign, date and mail the enclosed BLUE proxy
card in the envelope provided as soon as possible.
3. Remember - only your latest dated proxy will determine how your shares are
to be voted at the meeting.
4. If any of the shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
them to vote your shares FOR your Company's nominees on the BLUE proxy
card.
5. For assistance in voting your shares or further information, please
contact the Company at (609) 629 - 6000, or our proxy solicitor:
KISSEL-BLAKE
Call Toll Free 1-800-498-2628
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WE NEED YOUR SUPPORT
SJS SOUTH JERSEY SAVINGS
-------------------------------
AND LOAN ASSOCIATION
A SUBSIDIARY OF SOUTH JERSEY FINANCIAL CORPORATION, INC.
VOTE YOUR BLUE PROXY TODAY!
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PLEASE SUPPORT YOUR BANK!!
SJS SOUTH JERSEY SAVINGS
-------------------------------
AND LOAN ASSOCIATION
A SUBSIDIARY OF SOUTH JERSEY FINANCIAL CORPORATION, INC.
VOTE YOUR
BLUE
PROXY CARD TODAY!!!
