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SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _)
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Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
SOUTH JERSEY FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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1) Title of each class of securities to which transaction applies:
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[RICHMOND COUNTY FINANCIAL CORP. LETTERHEAD]
PRESS RELEASE
FOR IMMEDIATE RELEASE
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CONTACTS:
ANTHONY E. BURKE ROBERT J. COLACICCO
Richmond County Financial Corp. South Jersey Financial Corporation, Inc.
President and COO President and CEO
THOMAS R. CANGEMI GREGORY M. DIPAOLO
Richmond County Financial Corp. South Jersey Financial Corporation, Inc.
Executive Vice President and CFO Executive Vice President and COO
Tel: (718) 448-2800; (718) 815-7048 Tel: (856) 629-6000
RICHMOND COUNTY FINANCIAL CORP. TO PURCHASE
SOUTH JERSEY FINANCIAL CORPORATION, INC.
IN A CASH TRANSACTION VALUED AT APPROXIMATELY $68.0 MILLION
"EXPANDING THE NEW JERSEY FOOTPRINT"
Staten Island, N.Y. - March 15, 2000, Richmond County Financial Corp.
(NASDAQ/NMS: RCBK) ("Richmond") and South Jersey Financial Corporation, Inc.
(NASDAQ/NMS: SJFC) ("South Jersey"), based in Turnersville, New Jersey, jointly
announced today that they have entered into a definitive agreement pursuant to
which Richmond would acquire South Jersey in an all cash transaction valued at
approximately $68.0 million. The transaction received the unanimous approval of
the Boards of Directors of Richmond and South Jersey and due diligence of South
Jersey has been completed.
Under the terms of the agreement, South Jersey shareholders will receive $20 per
share in cash, which represents an implied core deposit premium of 6.26%, 128%
of tangible book value and 21 times estimated December 31, 2000 earnings per
share. The acquisition is expected to be completed in the third quarter of
calendar year 2000, and is subject to the approval by South Jersey shareholders
and regulatory authorities. Richmond estimates that operational efficiencies,
including duplicative employee benefit plans generated as a result of the
transaction, will produce cost savings equal to approximately 30% of South
Jersey's non-interest expense base. Excluding the duplicative employee benefit
plans, Richmond estimates that the transaction will produce cost savings of 20%
of South Jersey's core non-interest expense base. Additionally, Richmond
anticipates in excess of $2 million of ongoing revenue to be generated as a
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result of the restructuring and reinvestment of South Jersey's investment
securities and loan portfolios into Richmond's existing lines of lending
business. As a result of the anticipated cost synergies and portfolio
restructuring, Richmond believes that the transaction will be accretive to
earnings per share immediately. In connection with the transaction, South Jersey
has granted Richmond an option to purchase shares equal to 19.9% of South
Jersey's outstanding shares should certain events occur.
South Jersey Financial Corporation, Inc. is the holding company for South Jersey
Savings and Loan Association, a community savings association which operates 3
full-service banking offices in the New Jersey counties of Gloucester and Camden
and has total assets of $330.4 million and total deposits of $238.8 million. On
a pro-forma basis, Richmond will have total assets of $3.2 billion, deposits of
$1.9 million and shareholders' equity of $341.8 million.
Michael F. Manzulli, Chairman and Chief Executive Officer of Richmond commented,
"It is with great pleasure that we announce the acquisition of South Jersey
Financial Corporation, Inc. and its wholly-owned subsidiary, South Jersey
Savings and Loan Association. South Jersey serves a marketplace which we
have been actively lending. We have originated over $54.0 million of multifamily
loans and have a significant pipeline of loans within a 20 mile radius of South
Jersey's branches." Mr. Manzulli continued, "The addition of South Jersey to our
community banking franchise will provide us the funding we need to continue to
be an active lender in this market. From an investment perspective, South
Jersey's core deposits, and its highly liquid assets, provide us with a low cost
funding vehicle in a very uncertain interest rate environment."
Robert J. Colacicco, President and Chief Executive Officer of South Jersey
stated, "Richmond's dedicated community banking philosophy will serve well in
South Jersey, we are excited with the opportunity to assist Richmond in their
continued planned expansion into the New Jersey market place." Mr. Colacicco
continued, "We note the successful integration of the Ironbound and Bayonne
acquisitions and look forward to being a part of Richmond's New Jersey
franchise, while affording us the ability to maximize value for our
shareholders. We clearly view this transaction as a win-win for both parties."
Richmond County Financial Corp. is the holding company for Richmond County
Savings Bank; a state chartered savings bank, organized in 1886. Together with
its two divisional banks, First Savings Bank of New Jersey and Ironbound Bank,
Richmond operates 15 banking offices on Staten Island, one banking office in
Brooklyn, 8 banking offices in the counties of Essex, Hudson and Union, New
Jersey, and operates a multifamily loan processing center in Jericho, Long
Island. At December 31, 1999, total assets of the Company were $2.9 billion;
deposits were $1.7 billion with total stockholders' equity of $341.8 million.
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SAFE HARBOR
This news release contains certain forward-looking statements about the proposed
merger of Richmond County and South Jersey. These statements include statements
regarding the anticipated closing date of the transaction, anticipated cost
savings, and anticipated future results. Forward-
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looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like
"believe," "expect," "anticipate," "estimate" and "intend" or future or
conditional verbs such as "will," "would," "should," "could" or "may." Ceratin
factors that could cause actual results to differ materially from expected
include delays in completing the merger, difficulties in achieving cost savings
from the merger or in achieving such cost savings within the expected time
frame, difficulties in integrating Richmond County and South Jersey, increased
competitive pressures, changes in the interest rate environment, changes in
general economic conditions, legislative and regulatory changes that adversely
affect the businesses in which Richmond County and South Jersey are engaged, and
changes in the securities markets.
South Jersey will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission (SEC). WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge at the SEC's website, www.sec.gov.
Documents filed with the SEC by South Jersey will be available free of charge
from the Secretary of South Jersey at 4651 Route 42, Turnersville, New Jersey
08012, telephone (856) 629-6000. READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
South Jersey and its directors may be soliciting proxies from South Jersey
shareholders in favor of the merger. South Jersey's Board of Directors is
composed of Richard Baer, Robert J. Colacicco, Richard W. Culbertson, Jr.,
Gregory M. DiPaolo, John V. Field, Richard G. Mohrfeld, Lawrence B. Seidman and
Ronald L. Woods. None of these persons is the beneficial owner of more than 1%
of the outstanding shares of South Jersey common stock, except as follows: Mr.
DiPaolo, 50,821 shares (1.5%) and Mr. Seidman, 328,100 shares (9.6%).
Collectively, the directors of South Jersey may be deemed to beneficially own
520,172 (15.2%) of South Jersey's outstanding shares of common stock. This
ownership information is as of March 1, 1999.
As a result of consummation of the merger, all stock options and shares of
restricted stock awarded under South Jersey's stock benefit plans will vest.
Under the terms of the agreement, all outstanding stock options will be canceled
in exchange for a cash payment equivalent to the per share merger consideration
less the option exercise price.
Richmond County Financial Corp.'s press releases are available at no charge by
visiting us on the worldwide web at http://www.rcbk.com.
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