EXHIBIT 99
THE PLAN
Automatic Dividend Reinvestment - Through the Dividend Reinvestment Plan
(Plan), your cash dividends can be invested automatically in additional shares
of common stock of Greater Community Bancorp(R) (GCB). These shares earn
additional dividends which further increase your investment in GCB common stock.
Investments in GCB stock under the Plan are made by First City Transfer Company
(Agent), which administers the Plan as agent for the Plan's participants.
Split Share Feature - At your option, only 1/2 of your cash dividends will be
invested automatically in additional shares of GCB common stock, while the other
1/2 of your cash dividends will be paid to you in cash. You must indicate which
option you select on the accompanying Authorization card. If you want to change
this election later, you may do so by sending another Authorization card to
Agent.
Cash Contributions - Additionally, you may invest from $25 to $3,000 per
quarterly dividend period in cash to purchase additional shares of GCB common
stock after the first dividend is reinvested and as long as you continue to
participate in the Plan. You are not obligated to make any voluntary additional
purchases. Even if you do participate in this part of the Plan, you don't have
to invest each quarter, and there's no set amount you have to invest each
period, with the above limits. Cash contributions may be made by using the cash
payment stub that will be attached to your account statement. Cash contributions
should be received by Agent not more than 30 days before a dividend payment
date. Agent will hold your cash contribution and then combine it with funds
received from that dividend for the purchase of additional shares of common
stock. Interest will not be paid on cash contributions held by the Agent.
Therefore, the mailing of your cash contribution should be timed to reach Agent
five business days before a dividend payment date. Dividend payment dates for
GCB common stock during the last several years have been the last day of
January, April, July and October. Cash contributions which GCB receives more
than 30 days before a dividend payment date will be returned. A refund of a cash
contribution can be obtained by a written request by Agent at least two days
before the cash dividend date.
Custodial account - A participant may increase the number of shares held in
his/her account by depositing certificates representing shares of Common Stock
with the Agent. Such certificates must be presented in transferable form and
must be accompanied by a written request that the shares be added to the
participant's account.
Any stock dividend or stock split applicable to shares of Common Stock held
by a participant under the Plan, whether held in the participant's account or in
the participant's own name, will be credited to the participant's account. In
the event GCB makes available to stockholders the rights to purchase additional
shares or securities, participants under the Plan will receive a subscription
warrant for such rights directly from the Agent.
COST TO YOU
Your cost is limited to the price of the shares of common stock purchased for
you. The price is the average price paid by Agent, acting as your agent, for all
shares purchased under the Plan in connection with a given cash dividend,
including shares purchased with any voluntary cash payments. If Agent purchases
shares in the open market, any brokerage commissions and transfer taxes and/or
fees will be included in the price. If Agent purchases newly issued shares from
GCB, the price will be the average of the closing bid and asked prices for the
five business days proceeding the date the shares are purchased, but no
brokerage commission will be charged. (GCB will use the proceeds of any newly
issued shares for working capital and other general corporate purposes.) GCB
will pay all of Agent's service charges relating to the Plan's administration.
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DOLLAR AVERAGING
Purchase of shares of GCB common stock through this Plan can also provide the
advantage of dollar-cost averaging over a period of time.
ACCOUNT STATEMENT
Agent will send you a statement each time your cash dividends and any cash
contributions are invested as soon as practicable after the investment date.
TERMINATION AT ANY TIME
Your participation in the Plan is entirely voluntary and you may terminate at
any time as outlined in the Dividend Reinvestment Plan Agreement printed in this
brochure. GCB may also amend, modify, suspend or terminate the Plan at any time
on notice to the participants.
INCOME TAX INFORMATION
Even though all (or, if you so elect, 1/2) of your cash dividends will be
reinvested, the full amount of dividends declared is normally the amount
includible in your gross income for income tax purposes as if the dividends were
all paid to you in cash. It is possible that the amount of your gross income for
income tax purposes will also include any excess of the fair market value of the
shares which Agent purchases for your account on the date of purchase over the
price Agent pays for the shares. This might occur, for example, if the price of
GCB stock as traded on the open market exceeds the formula price at which GCB
sells newly-issued shares to Agent under the Plan. The information return sent
to you and the Internal Revenue Service after the end of each tax year will show
the taxable amount of your dividend and any such other income.
You will only recognize gain or loss (which for most participants will be a
capital gain or loss) for income tax purposes when the shares are sold or
exchanged, either by Agent at your request when you terminate your participation
in the Plan or by you after you withdraw the shares from the Plan. Your basis
for determining gain or loss will be the amount of the cash dividends
reinvested, or the amount you paid in the case of voluntary purchases, plus any
other income reported to you as described above. You will also recognize a gain
or loss when you receive a cash payment for a fractional share credited to your
account upon a termination of your participation in the Plan or upon a
termination of the Plan. For income tax purposes, your holding period begins on
the date Agent credits your account with shares purchased under the Plan.
You are urged to consult with your own tax advisor for more specific tax
information, especially for rules relating to tax basis in cases such as a gift
of shares held under the Plan or a participant's death and with respect to any
tax law changes.
WHO CAN PARTICIPATE IN THE PLAN
Only shareholders of record are entitled to participate in the Plan.
Shareholders whose shares are registered in names other than their own (for
example, in the name of a "nominee" such as a broker, trustee or bank nominee)
must arrange for a transfer of shares directly into their own names in order to
participate in the Plan. The holder of the shares must complete, sign and return
the Authorization card. Communications from Agent, including account statements,
will be sent only to record owners, and only a record owner can communicate
instructions and forward cash payments to Agent.
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IT'S EASY TO ENROLL
Holders of GCB common stock may enroll in the Plan by signing and mailing an
Authorization for Dividend Reinvestment Plan to:
Greater Community Bancorp(R)
Dividend Reinvestment Plan
P.O. Box 170
Iselin, NJ 08830-0170
ADDITIONAL INFORMATION
For Dividend Reinvestment Plan information, please call Greater Community
Bancorp(R)at 973-942-1111, Ext. 1033.
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TERMS OF DIVIDEND
REINVESTMENT PLAN AGREEMENT
1. This Agreement sets forth the rights and obligations of Greater Community
Bancorp ("GCB"), First City Transfer Company (the "Agent") and the participant
("Participant") in the Greater Community Bancorp Dividend Reinvestment Plan
("Plan"). The Agent, acting as agent for each Participant in the Plan, will
apply all cash dividends paid to such Participant on Common Shares (including
both registered shares held by the Participant and all shares accumulated under
the Plan) and which are authorized by the Participant to be so applied (as
authorized by the Participant's authorization card), and any voluntary cash
contributions received from such Participant, to the purchase of additional
Common Shares for such Participant. At the Participant's option, as indicated on
the authorization card, one-half of the Participant's cash dividends will be
invested in GCB common stock and the other one-half of the Participant's cash
dividends will be paid to the Participant in cash. These purchases may be made
either from previously issued shares of GCB, whether on any securities exchange
where the shares are traded, in the over-the-counter market, or by negotiated
transactions, or from shares newly-issued by GCB, and may be subject to such
terms of price, delivery, etc., as to which Agent may agree. Neither GCB nor any
shareholder will have the authority or power to direct the time or price at
which shares may be purchased or the selection of the broker or dealer through
or from whom purchases of previously-issued shares are to be made. A
Participant's funds held by Agent uninvested will not bear interest, and Agent
and GCB will not have any liability as to any inability to purchase Common
Shares or as to the timing of any purchases. Any voluntary cash contribution
will be refunded if a Participant's written request for a refund is received by
Agent at least two days before the dividend payment date with which it would be
otherwise invested.
2. For the purpose of making purchases, Agent will commingle each Participant's
funds (both authorized cash dividends and voluntary contributions) with those of
all other holders of GCB Common Shares who are Participants in the Plan. The
price per share of Common Shares purchased for each Participant's account will
be the average price of all shares purchased (including any brokerage
commissions relating to purchases of outstanding Common Shares), with respect to
that dividend reinvestment date, with the funds available from dividends and any
voluntary cash contributions being concurrently invested. No brokerage
commission or similar charge will be made for Common Shares which are
newly-issued by GCB to Agent under the Plan. If newly-issued shares are
purchased directly from GCB, the price will be the average of the mean between
the closing bid and asked prices (as quoted by a regular market maker for the
Common Shares designated to Agent by GCB from time to time) during the five
business days preceding the date the shares are purchased. GCB will pay all of
Agent's service charges to the administration of the Plan. Agent will hold the
total Common Shares purchased for all Participants in Agent's name or the name
of Agent's nominee and will have no responsibility for fluctuations in the value
of such shares after their purchase.
3. Agent will make every effort to invest all authorized dividends and voluntary
cash contributions promptly after receipt of such dividends and contributions,
and in no event later than thirty days from such receipt except where necessary
under any applicable Federal securities laws. Contributions must be received not
more than thirty days prior to the dividend payment date and not later than five
business days prior to the dividend payment date.
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4. One dividend reinvestment must be made for a Participant before voluntary
cash contributions can be made by such Participant. Each voluntary contribution
must be at least $25, and contributions in any one calendar quarter cannot
exceed an aggregate of $3000, for a Participant.
5. A statement describing cash dividends and any voluntary cash contributions
received, the number of Common Shares purchased, the price per share, the date
of purchase, and the total shares accumulated under the Plan will be mailed to
each Participant by Agent as soon as practicable after completion of each
investment for a Participant's account.
6. Each Participant may obtain, without charge, a certificate or certificates
for all or part of the full Common Shares credited to the Participant's account
by making a request in writing to Agent. 7. Participation in the Plan may be
terminated by a Participant at any time by written instructions to that effect
to Agent. To be effective on a dividend payment date the notice to discontinue
must be received by Agent five business days before the record date for that
dividend. If a notice to discontinue is received by Agent less than five
business days the record date for a dividend payment, such notice to discontinue
may not become effective until such dividend has been reinvested and the
purchased shares are credited to the Participant's account under the Plan.
GCB or Agent may terminate, for whatever reason at any time as it may
determine in its sole discretion, a Participant's participation in the Plan upon
mailing a notice to terminate the Participant at his address as it appears on
Agent's records.
Upon termination, a Participant will receive certificates for the whole
Common Shares credited to the Participant's account unless the Participant has
requested that all or any part of such shares be sold and the proceeds of the
sale be delivered in cash. Such sale may, but need not, be made by purchase of
the shares for the account of other Participants, and any such transaction will
be deemed to have been made at the then current market price (as determined by
Agent in its discretion) less any brokerage commissions and any other costs of
sale. Fractional shares credited to a terminating account will be paid for in
cash at the then current market price.
8. A Participant will have the sole right to vote full Common Shares purchased
for such Participant which are held by Agent under the Plan on the record date
for a vote. Participants under the Plan who are registered holders of Common
Shares will receive only one proxy which will include both registered shares and
shares under the Plan.
9. Any stock dividends or split shares of GCB Common Shares distributed on
Common Shares distributed on Common Shares held by Agent for a Participant will
be credited to the Participant's account. (Any stock dividends or split shares
distributed on Common Shares held in a Participant's name will be sent directly
to the Participant.) In the event GCB makes available to its shareholders of
Common Shares rights to subscribe to additional shares, debentures, or other
securities, the full Common Shares held for a Participant under the Plan will be
added to any other Common Shares held by the Participant in calculating the
number of rights to be issued to such Participant.
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10. Reinvestment of dividends under this Plan does not relieve Participants of
liability for income taxes that may be payable on such dividends or other
amounts includible in income under applicable tax law. Dividends paid on the
accumulated shares or other amounts required to be reported as gross income for
Federal income tax purposes will be included in Form 1099-DIV, a copy of which
will be sent to the Internal Revenue Service and to each Participant.
11. Agent will not be liable under the Plan (unless it is grossly negligent) for
any act done in good faith or for any good faith omission to act including,
without limitation, any claim for liability with respect to the prices at which
shares are purchased or sold for Participants' accounts and the time such
purchases or sales are made.
12. The terms and conditions of the Plan and its operation will be
governed by the laws of the State of New Jersey.
13. The Tax Equity and Fiscal Responsibility Act of 1982 imposes certain
reporting obligations upon brokers and other middlemen. As a result,
Agent will be required to report to the Internal Revenue Service and
the Participant any sale of stock by it on a Participant's behalf.
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14. The Plan may be amended, suspended, modified or terminated at any time by
the Board of Directors of GCB without the approval of the Participants. Notice
of such suspension or termination or material amendment or modification will be
sent to all Participants, who will at all times have the right to withdraw from
the Plan. Nothing in this Plan will be considered a guarantee or promise to pay
any dividends in the future except as may be declared by the Board of Directors
of GCB from time to time.
DIVIDEND
REINVESTMENT PLAN
AND
STOCK PURCHASE
PLAN
GREATER COMMUNITY BANCORP(R)
DIVIDEND
REINVESTMENT PLAN
WITH
VOLUNTARY CASH
CONTRIBUTION
FEATURE
FOR SHAREHOLDERS
OF COMMON STOCK
The Greater Community Bancorp(R) Dividend Reinvestment Plan enables
shareholders of record of Greater Community Bancorp(R) Common Stock to
acquire additional shares of Common Stock through the reinvestment of their
quarterly cash dividends and, if they choose, by means of voluntary cash
contributions.
Plan Administered By:
First City Transfer Company
P.O. Box 170
Iselin, NJ 08830-0170
GREATER COMMUNITY BANCORP(R)
