UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
BCB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
April 21, 2004
IMPORTANT
Dear Fellow Shareholders:
We are writing to provide you with relevant information about your investment in
BCB Bancorp, Inc. and Bayonne Community Bank and to ask for your support at our
Annual Meeting of Shareholders on May 11, 2004. As you know a dissident group
has commenced a hostile proxy contest to gain control of your Company's Board of
Directors. We do not believe that the dissident's hand picked slate of nominee's
represent the best long-term interest of all shareholders.
Why do we oppose the dissident group...The answer is simple.
Your board believes that the dissident committee only has a short-term strategy
for your bank.
WHY DO WE BELIEVE THIS? ...BECAUSE THEY SAID SO!!
On December 9, 2003, Virginia Kemp, a dissident nominee, indicated through her
attorney that she would submit a proposal to the company to "sell the bank". We
have attached this letter for you to see who is telling the truth. WE DO NOT
BELIEVE THAT THE DISSIDENT NOMINEES HAVE YOUR BEST INTEREST AT HEART, AS
INDICATED BY MS. KEMP. WE BELIEVE THEY WILL PURSUE A SHORT TERM STRATEGY THAT
WILL RESULT IN THE SALE OF BAYONNE COMMUNITY BANK.
NOW THE DISSIDENTS ARE TWISTING REALITY!
Mickey McCabe, the former chairman and a dissident director, asked FinPro, Inc.
to analyze a merger with a specific financial institution. The dissident group
refused to accept a board decision to continue as an independent company after
FinPro, Inc.'s presentation. The dissident group sought to have ongoing
discussions for the sale of Bayonne Community Bank. When the dissident group
failed to get their way, Virginia Kemp's "sell the bank" letter arrived. The
dissident directors refused to accept the decision of the Board to continue the
successful implementation of your Company's Business Plan.
NOW IS NOT THE TIME TO SELL
Your board has considered the dissident group's strategy and the board, by more
than a majority vote, concluded that now is not the time to sell the bank. Our
nominees to the Board of Directors are committed to continuing the Company's
business plan for the benefit of the Bayonne community and its shareholders. Our
nominees are highly regarded local businessmen who understand the needs of our
customers and community.
We strongly urge you to reject the dissident nominees and
vote for management's nominees.
VOTE THE WHITE proxy card today.
REALIZE THE LONG-TERM VALUE OF YOUR INVESTMENT
Our management team and nominees for your Board of Directors are highly
qualified to implement the Company's growth strategies and will continue to
maximize shareholder value. Don't let the dissident committee disrupt our plan.
WE BELIEVE THE CONTINUED SUCCESSFUL EXECUTION OF OUR BUSINESS PLAN WILL BENEFIT
SHAREHOLDERS AND THE BAYONNE COMMUNITY.
DO NOT SIGN OR RETURN THE GREEN PROXY CARD
PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD.
Thank you for your continued support.
Mark D. Hogan Donald Mindiak
Chairman of the Board President and Chief Executive Officer
BCB BANCORP, INC. - GROWING WITH THE BAYONNE COMMUNITY.
YOUR VOTE IS VERY IMPORTANT
1. To maintain the independence of Bayonne Community Bank, the Board of
Directors urges you to DISCARD the GREEN proxy card recently sent to
you by the Committee. A "WITHHOLD AUTHORITY" vote on the Green proxy
card is NOT a vote for the Board's nominees. To vote FOR your
Company's nominees you MUST execute a WHITE proxy card.
2. If you voted on a Green proxy card BUT WISH TO SUPPORT YOUR COMPANY'S
NOMINEES and maintain the independence of Bayonne Community Bank,
please sign, date and mail the enclosed WHITE proxy card in the
postage-paid 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 your 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
WHITE proxy card.
5. For assistance in voting your shares, or further information, please
contact our proxy solicitor.
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, NY 10004
(800) 334-8612 (TOLL FREE)
Banks and Brokerage Firms please call:
(212) 440-9800
RICHARD N. CAMPISANO
ATTORNEY AT LAW
34-36 JONES STREET
JERSEY CITY, NEW JERSEY 07306
TELEPHONE (201) 653-0906
FACSIMILE (201) 653-6110
email: Richard@CampisanoLaw.com
December 9, 2003
Mr. Donald S. Cymbor, Secretary
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
Re: The 2004 Annual Meeting of Shareholders for BCB Bancorp
Dear Mr. Cymbor:
As attorney for Virginia Boele Kemp, a registered shareholder of BCB
Bancorp common stock, please accept this letter as your notification that my
client intends to nominate an entire slate of dissident directors at BCB
Bancorp's 2004 Annual Meeting.
Ms. Kemp will also be submitting a "sell the bank" proposal for inclusion
in your proxy statement that the bank will be mailing in connection with this
same 2004 Annual Meeting.
I would appreciate a return correspondence from you acknowledging that this
letter constitutes "proper notification" pursuant to the BCB Bancorp, Inc.
By-Laws and all appropriate rules, regulations and laws governing same.
Should the bank's position be that this letter does not constitute "proper
notice" regarding either of the aforementioned items, please notify me at once,
with the bank's specific reason, so that I might satisfy that deficiency.
Very truly yours,
/s/ Richard N. Campisano
Richard N. Campisano
cc: Ms. Janine J. Akey, Chief Examiner