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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUSSEX BANCORP
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
869245100
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(CUSIP Number)
Mr. Joseph Hurley Laura R. Kuntz, Esq.
Executive Vice President and CFO Lowenstein Sandler PC
Lakeland Bancorp, Inc. 65 Livingston Avenue
250 Oak Ridge Road Roseland, New Jersey 07068
Oak Ridge, New Jersey 07438 (973)597-2500
(973)697-2000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 20, 2000
_______________________________________________________________
(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-1(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 869245100
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Lakeland Bancorp, Inc.
22-2953275
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of New Jersey
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SOLE VOTING POWER
7
NUMBER OF 139,471(1)(2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 139,471(1)(2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
139,471(1)(2)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.9(2)
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TYPE OF REPORTING PERSON
14
CO
__________________
(1) The shares of common stock of Sussex Bancorp, a New Jersey corporation (the
"Issuer"), covered by this report are purchasable according to the terms and
conditions of a Stock Purchase Agreement entered into by and between the
Issuer and Lakeland Bancorp, Inc., a New Jersey corporation ("Lakeland"),
dated October 20, 2000 (the "Stock Purchase Agreement"). The closing of the
purchase is contingent on the satisfaction of certain conditions, including
the approval of the Federal Reserve Board. The 139,471 shares of common
stock of the Issuer indicated on this Schedule 13D as purchasable by
Lakeland under the Stock Purchase Agreement is based upon a total of
1,506,555 shares of common stock of the Issuer outstanding on September 30,
2000, and takes into account certain shares owned by Lakeland Affiliates (as
defined below) on September 30, 2000. The actual number of shares of the
Issuer's common stock to be purchased by Lakeland will be determined on the
closing date of the Stock Purchase Agreement, based on the number of
outstanding shares of the Issuer's common stock on the closing date and the
number of shares held on the closing date by Lakeland, its directors,
executive officers, and controlling shareholders (collectively, the
"Lakeland Affiliates"). The aggregate number of shares to be purchased by
Lakeland under the Stock Purchase Agreement will be that number of shares
which, when added to the shares then owned by the Lakeland Affiliates, will
equal 9.9% of the Issuer's outstanding shares of common stock as of the
close of business on the closing date.
(2) The number of shares indicated represents 9.9% of the total outstanding
shares of common stock of the Issuer after giving effect to the issuance of
such shares, based on the number of outstanding shares of common stock of
the Issuer as of September 30, 2000, and including shares of the Issuer held
by the Lakeland Affiliates on such date. The actual number of shares which
will be purchased by Lakeland will be determined as set forth in note 1
above.
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, no par value per share (the
"Common Stock," an individual share of which is a "Share"), of the Issuer. The
principal executive office of the Issuer is located at 399 Route 23, Franklin,
New Jersey 07416.
Item 2. Identity and Background
This Schedule 13D is filed by Lakeland. Lakeland is a bank holding
company, registered with and supervised by the Board of Governors of the Federal
Reserve System.
The address of Lakeland's principal business and principal office is 250
Oak Ridge Road, Oak Ridge, New Jersey 07438.
During the last five years neither Lakeland nor, to the best of Lakeland's
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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.
All executive officers and directors of Lakeland are citizens of the
United States. The name, business address and present principal occupation
(including the name and address of the corporation or organization in which such
employment is conducted) of each executive officer and director is set forth in
Schedule I to this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D relates to the Stock Purchase Agreement by and between
Lakeland and the Issuer dated as of October 20, 2000. Upon the consummation of
the Stock Purchase Agreement, Lakeland will pay a purchase price of $8.50 per
share in cash. The purchase price will be paid from Lakeland's available
working capital.
Item 4. Purpose of Transaction
Lakeland entered into the Stock Purchase Agreement to purchase the
Issuer's Shares of Common Stock for its own account for investment purposes.
Other than as described above, Lakeland has no plans or proposals which
relate to, or may result in, any of the matters listed in items 4(a)-(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
If the purchase contemplated by the Stock Purchase Agreement is
consummated, Lakeland, together with the Lakeland Affiliates, will hold 9.9% of
the Issuer's outstanding Shares of Common Stock.
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Lakeland does not beneficially own any Shares of the Issuer's Common Stock
except as a result of entering into the Stock Purchase Agreement. Lakeland has
not acquired or disposed of any of the Issuer's Common Stock during the past 60
days. For information concerning the beneficial ownership by the Lakeland
Affiliates of the Issuer's Common Stock and any transactions that they may have
had in the Issuer's Common Stock during the past 60 days, see Schedule I
attached to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Stock Purchase Agreement, neither Lakeland nor, to the best
of Lakeland's knowledge, any of Lakeland's executive officers or directors has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 Stock Purchase Agreement, dated as of October 20, 2000, by and among
Sussex Bancorp and Lakeland Bancorp, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
November 6, 2000 LAKELAND BANCORP, INC.
By: /s/ Roger Bosma
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Name: Roger Bosma
Title: President and Chief
Executive Officer
(Duly Authorized Officer)
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SCHEDULE I
The following table sets forth the name, residence or business address,
present principal occupation or employment, the name, principal business and
address of any corporation in which such employment is conducted, the beneficial
ownership of the Issuer's Common Stock and any transactions in such Common Stock
during the past 60 days of each executive officer and director of Lakeland
Bancorp, Inc. Unless otherwise indicated, the business address for each person
is c/o Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438.
As noted in Item 2 of this Schedule 13D, each of the natural persons listed
below is a citizen of the United States.
<TABLE>
<CAPTION>
Shares of Issuer Transactions in Issuer
Name and Occupation Common Stock Common Stock
(With Address) Beneficially Owned, if any In Past 60 Days, if any
-------------- -------------------------- -----------------------
<S> <C> <C>
1. Roger Bosma
CEO, President and Director,
Lakeland Bancorp, Inc.
2. John W. Fredericks 22,021/1/
Chairman of the Board, Lakeland
Bancorp, Inc. and Lakeland Bank;
President and Owner,
Fredericks Fuel & Heating Service,
P.O. Box 448, Oak Ridge, NJ 07438
3. Jeff Buonforte
Executive Vice President and
Chief Retail Officer, Lakeland
Bancorp, Inc.
4. Joseph Hurley
Executive Vice President and
Chief Financial Officer,
Lakeland Bancorp, Inc.
5. Lou Luddecke
Executive Vice President and
Chief Operations Officer,
Lakeland Bancorp, Inc.
</TABLE>
____________________
/1/ Represents 3,759 shares of the Issuer's Common Stock held by a trust of
which Mr. Fredericks is a trustee, 10,996 shares held by the Fredericks
Fuel & Heating Service Profit Sharing Plan, of which Mr. Fredericks is
trustee, and 7,266 shares held by Mr. Fredericks' wife.
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<TABLE>
<CAPTION>
Shares of Issuer Transactions in Issuer
Name and Occupation Common Stock Common Stock
(With Address) Beneficially Owned, if any In Past 60 Days, if any
-------------- -------------------------- -----------------------
<S> <C> <C>
6. Robert Vandenburgh
Executive Vice President and
Chief Loan Officer, Lakeland
Bancorp, Inc.
7. Arthur Zande 105
Director, Lakeland Bancorp,
Inc.; President, Lakeland Bank
8. Bruce Bohuny
Secretary and Director, Lakeland
Bancorp, Inc.; President of
Brooks Limited (a real estate
development corporation), 693
Wyckoff Avenue, Wyckoff, NJ
07481
9. Mary Ann Deacon 939
Director, Lakeland Bancorp, Inc.;
Secretary/Treasurer of Deacon
Homes Inc. and Deacon
Development Corp. (real estate
development), P.O. Box 184,
Sparta, NJ 07871
10. Joseph P. O'Dowd
Director, Lakeland Bancorp, Inc.;
President and Owner of O'Dowd
Advertising, 48 Route 46 West,
Pine Brook, NJ 07058
11. John Pier
Director, Lakeland Bancorp, Inc.,
Retired Dentist, Union Valley
Road, West Milford, NJ 07480
</TABLE>
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<TABLE>
<CAPTION>
Shares of Issuer Transactions in Issuer
Name and Occupation Common Stock Common Stock
(With Address) Beneficially Owned, if any In Past 60 Days, if any
-------------- -------------------------- -----------------------
<S> <C> <C>
12. Michael A. Dickerson
Director, Lakeland Bancorp, Inc.;
Retired, Apple Creek Farms,
Chestnut Ridge Road, R.D. 2, Box
485, Dingmans Ferry, PA 18328
13. George Guptill /2/
Director, Lakeland Bancorp, Inc.;
President, Franklin Mutual
Insurance Co., 5 Broad Street,
Branchville, NJ 07826
14. Charles L. Tice
Director, Lakeland Bancorp, Inc.;
Retired, 3 Dunn Place, Newton,
NJ 07860
15. Mark Fredericks 210
Director, Lakeland Bancorp, Inc.;
President of Keil Oil Company,
P.O. Box 49, Riverdale, NJ 07457
16. Paul P. Lubertazzi
Director, Lakeland Bancorp, Inc.;
Retired, 67 Harwood Road, Monroe
Township, NJ 08831
17. Robert B. Nicholson 210
Vice Chairman of the Board,
Lakeland Bancorp, Inc.; Chairman
of Eastern Propane, Oak Ridge
Road, Oak Ridge, NJ 07438
</TABLE>
_____________________
/2/ A total of 43,228 shares of the Issuer's Common Stock is held by the
Franklin Mutual Insurance Co., of which Mr. Guptill is President. Mr.
Guptill has no dispositive or voting power with respect to these shares,
and, accordingly, these shares are not included in the number of shares of
the Issuer's Common Stock held by the Lakeland Affiliates.
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