-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GyNPBktxtjs0E6E9DAnJvn6y1uDls1qE2/lvB+WDjg2LTW3IZToDeurpkYRGKEFH iEIxx+iWODJultqIwLPVwg== 0001026081-07-000073.txt : 20070502 0001026081-07-000073.hdr.sgml : 20070502 20070502144214 ACCESSION NUMBER: 0001026081-07-000073 CONFORMED SUBMISSION TYPE: SC 13D/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 GROUP MEMBERS: BERGGRUEN HOLDINGS NORTH AMERICA LTD. GROUP MEMBERS: BROAD PARK INVESTORS, LLC GROUP MEMBERS: CHEWY GOOEY COOKIES, LP GROUP MEMBERS: DENNIS POLLACK GROUP MEMBERS: HAROLD SCHECHTER GROUP MEMBERS: LSBK06-08, LLC GROUP MEMBERS: PETER BRAY GROUP MEMBERS: RAYMOND VANARIA GROUP MEMBERS: SEIDMAN AND ASSOCIATES, LLC GROUP MEMBERS: SEIDMAN INVESTMENT PARTNERSHIP II, LP GROUP MEMBERS: SEIDMAN INVESTMENT PARTNERSHIP, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTER BANCORP INC CENTRAL INDEX KEY: 0000712771 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521273725 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34440 BUSINESS ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086889500 MAIL ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 SC 13D/A 1 schedule13damendment7cnbc.htm CENTER BANCORP INC. SCHEDULE 13D AMENDMENT 7 Center Bancorp Inc. Schedule 13D Amendment 7



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.7)*
 


Center Bancorp, Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

151408101 
(CUSIP Number)


Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ  07054
(973) 952-0405

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 30, 2007
(Date of Event which Requires Filling of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-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 · 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
 
 
SCHEDULE 13D
CUSIP No. 151408101 

  1. Seidman and Associates, LLC        22-3343079

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            New Jersey

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        206,380

8. Shared Voting Power

9. Sole Dispositive Power
                        206,380

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            206,380

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                                              1.56

  14. Type of Reporting Person                         OO
 
 
1

 
 
SCHEDULE 13D
CUSIP No. 151408101 

  1. Seidman Investment Partnership, LP        22-3360359

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            New Jersey

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        206,064

8. Shared Voting Power

9. Sole Dispositive Power
                        206,064

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            206,064

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                              1.56

  14. Type of Reporting Person                         PN
 
 
2

 
SCHEDULE 13D
CUSIP No. 151408101 

  1. Seidman Investment Partnership II, LP        22-3603662

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            New Jersey

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        244,183

8. Shared Voting Power

9. Sole Dispositive Power
                        244,183

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            244,183

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                             1.84

  14. Type of Reporting Person                         PN
 
 
3

 
SCHEDULE 13D
CUSIP No. 151408101 

  1.  Broad Park Investors, LLC        22-6759307

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            New Jersey

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        142,999

8. Shared Voting Power

9. Sole Dispositive Power
                        142,999

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            142,999

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                              1.08

  14. Type of Reporting Person                         OO
 
 
4

 
 
SCHEDULE 13D
CUSIP No. 151408101 

  1. Berggruen Holdings North America Ltd.

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        244,500

8. Shared Voting Power

9. Sole Dispositive Power
                        244,500

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            244,500

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                            1.85

  14. Type of Reporting Person                         CO
 
 
5

 
SCHEDULE 13D
CUSIP No. 151408101 

  1. LSBK06-08, LLC    20-8067445

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            New Jersey

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        65,600

8. Shared Voting Power

9. Sole Dispositive Power
                        65,600

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            65,600

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                                           0.50

  14. Type of Reporting Person                         OO
 
 
6

 
 
 
SCHEDULE 13D
CUSIP No. 151408101 

  1. Lawrence B. Seidman        ###-##-####

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (X)       (b.)  (   )

  3. SEC USE ONLY

  4.    
Source of Funds*
                            PF, WC

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )

  6.
Citizenship or Place of Organization
                            U.S.A.

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
                        1,272,771

8. Shared Voting Power

9. Sole Dispositive Power
                        1,272,771

10. Shared Dispositive Power

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
                            1,272,771

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )

  13.
Percent of Class Represented by Amount in Row (11)
                              9.61

  14. Type of Reporting Person                         IN
 
 
7

 
 
This statement on Schedule 13 D which was filed on June 27, 2006, Amendment No. 1 was was filed on September 27, 2006, Amendment No. 2 was filed on November 1, 2006, Amendment No. 3 was filed on January 3, 2007, Amendment No. 4 was filed on January 30, 2007, Amendment No. 5 was filed on February 1, 2007 and Amendment No. 6 was filed on March 22, 2007 on behalf of Seidman and Associates, L.L.C (“SAL”), Seidman Investment Partnership, L.P. (“SIP”), Seidman Investment Partnership II, L.P. (“SIPII”), Broad Park Investors, L.L.C (“Broad Park”), Chewy Gooey Cookies, L.P. (“Chewy”), Berggruen Holdings North America Ltd. (“Berggruen”), Lawrence Seidman (“Seidman”), Dennis Pollack (“Pollack”), Harold Schechter (“Schechter”), Raymond Vanaria (“Vanaria”), Peter Bray (“Bray”) and LSBK06-08, L.L.C. (“LSBK”), collectively, the (“Reporting Persons”) with respect to the Reporting Persons’ beneficial ownership of shares of Common stock (“the Shares”) of Center Bancorp, Inc., a New Jersey corporation, (“the Company”) is hereby amended as set forth below: Such statement on Schedule 13D is hereinafter referred to as the “Schedule 13D”. Terms used herein which are defined in the Schedule 13D shall have their respective meanings set forth in the Schedule 13D. 
 
 
 Item 4. Purpose of Transaction

On April 30, 2007, Mr. Seidman sent a letter to John J. Davis, President and Chief Executive Officer of the Company regarding the first-quarter 2007 financial results.  This letter, in its entirety, is attached hereto as Exhibit A.
 
On May 1, 2007, D.F. King issued a Press Release in connection with Mr. Seidman's letter to John J. Davis dated April 30, 2007, stating: "The Committee to Preserve Shareholder Value Finds Center Bancorp's Financial Results Deplorable."  This Press Release, in its entirety, is attached hereto as Exhibit B. 

 
Item 5. Interest in Securities of the Issuer.
 
(a)(b)(c)  As of the close of business on April 30, 2007, the Reporting Persons owned beneficially an aggregate of 1,294,240 shares of Common Stock which constituted approximately 9.77% of the 13,248,406 shares of Common Stock outstanding as of April 2, 2007 as disclosed in the Issuer's 2007 Proxy Statement dated April 5, 2007.
 
Schedule A attached below describes transactions except for previously reported transactions in the Common Stock effected by the Reporting Persons within the past sixty (60) days.  Except as set forth in this Item 5, none of the Reporting Persons owns beneficially or has a right to acquire beneficial ownership of any Common Stock, and except as set forth in this item 5, none of the Reporting Persons has effected transactions in the Common Stock during the past sixty (60) days, except for previously reported transactions.
 
 
8

 
 
Signature
 
        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date:   May 1, 2007
 

  By: /s/  Lawrence B. Seidman
Power of Attorney pursuant to Joint Agreement dated June 27, 2006
       
 

  By: 
/s/  Lawrence B. Seidman
Manager, LSBK06-08, L.L.C.
     
 

            
      
 
 
9

                                                          Exhibit A
LAWRENCE B. SEIDMAN
100 Misty Lane
P. O. Box 5430
Parsippany, NJ 07054
(973) 952-0405
(973) 781-0876 fax
April 30, 2007


Via facsimile (908)687-4992 and regular mail
John J. Davis, President and Chief Executive Officer
Center Bancorp, Inc.
2455 Morris Avenue
Union, NJ 07083

Dear Mr. Davis:

Once again, the first-quarter 2007 financial results for Center Bancorp, Inc. (CNBC) fell far short of my expectations. It seems that the new baseline for net income before taxes less gain on sale of securities (operating income) is around the break-even level. During the four quarters of 2005, operating income ranged from $1.9 million to $2.3 million. During the first three quarters of 2006, it slid to between $1.0 million and $1.3 million. In the fourth quarter of 2006, it turned negative to the tune of $205,000. And in the first quarter of 2007, the bank’s operating income was just $15,000. The bottom line is that the bottom line of CNBC is in tatters.

Looking at operating trends on a more detailed level, good news is scarce. Despite multiple balance sheet restructurings, the net interest margin fell to 2.55%, down seven (7) basis points from the fourth quarter of 2006 and down twenty (20) basis points from the year-ago quarter. Noninterest expenses were down $228,000 from the fourth quarter but still up $227,000 from the year-ago quarter; the efficiency ratio remains sky-high, at 92.39%. In contrast to the bank’s stated goals of growing the loan and deposit bases, net loans were down $19.8 million from December 31, 2006 while deposits were down $4.1 million. Also, nonperforming assets rose to $1.2 million from $475,000 at the end of 2006.

Additionally, CNBC failed to repurchase any shares during the quarter. I believe CNBC represents an attractive investment opportunity. Why do you not concur?

Instead of tilting at windmills, you must acknowledge your mistakes and take the blame for the company’s unacceptable financial performance.

 
Very truly yours,
 
                                      /s/ Lawrence B. Seidman
LAWRENCE B. SEIDMAN
LBS:jb
 
10

                                                        Exhibit B

FOR IMMEDIATE RELEASE

THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE FINDS CENTER BANCORP ‘S FINANCIAL RESULTS DEPLORABLE

PARSIPPANY, N.J., May 1 /PRNewswire/ -- In response to the first quarter 2007 financial results published by Center Bancorp, Inc.. (Nasdaq: CNBC), Lawrence Seidman, a member of The Committee to Preserve Shareholder Value ("The Committee") today released the following letter sent to John J. Davis, President and CEO of Center Bancorp, Inc.
 
 
LAWRENCE B. SEIDMAN
100 Misty Lane
P. O. Box 5430
Parsippany, NJ 07054
(973) 952-0405
(973) 781-0876 fax
April 30, 2007


Via facsimile (908)687-4992 and regular mail
John J. Davis, President and Chief Executive Officer
Center Bancorp, Inc.
2455 Morris Avenue
Union, NJ 07083

Dear Mr. Davis:

Once again, the first-quarter 2007 financial results for Center Bancorp, Inc. (CNBC) fell far short of my expectations. It seems that the new baseline for net income before taxes less gain on sale of securities (operating income) is around the break-even level. During the four quarters of 2005, operating income ranged from $1.9 million to $2.3 million. During the first three quarters of 2006, it slid to between $1.0 million and $1.3 million. In the fourth quarter of 2006, it turned negative to the tune of $205,000. And in the first quarter of 2007, the bank’s operating income was just $15,000. The bottom line is that the bottom line of CNBC is in tatters.

Looking at operating trends on a more detailed level, good news is scarce. Despite multiple balance sheet restructurings, the net interest margin fell to 2.55%, down seven (7) basis points from the fourth quarter of 2006 and down twenty (20) basis points from the year-ago quarter. Noninterest expenses were down $228,000 from the fourth quarter but still up $227,000 from the year-ago quarter; the efficiency ratio remains sky-high, at 92.39%. In contrast to the bank’s stated goals of growing the loan and deposit bases, net loans were down $19.8 million from December 31, 2006 while deposits were down $4.1 million. Also, nonperforming assets rose to $1.2 million from $475,000 at the end of 2006.

Additionally, CNBC failed to repurchase any shares during the quarter. I believe CNBC represents an attractive investment opportunity. Why do you not concur?

Instead of tilting at windmills, you must acknowledge your mistakes and take the blame for the company’s unacceptable financial performance.

 
Very truly yours,
 
                                      /s/ Lawrence B. Seidman
LAWRENCE B. SEIDMAN
LBS:jb
 
11

 
 
Schedule A
         
Entity
Date Purchased
Cost per Share
Cost
Shares
SAL  3/21/2007  15.3273  76,636.50  5,000 
         
 SIP 3/21/2007  15.3273  76,636.50  5,000 
         
 SIPII 3/21/2007  15.3273  76,636.50  5,000 
         
 Broad Park Investors 3/21/2007  15.3273  76,636.50  5,000 
         
 Berggruen Holdings 3/21/2007  15.3233  76,616.50  5,000 
         
 LSBK 3/20/2007  15.37.00  153,700.00  10,000 
 LSBK 3/21/2007  15.3273  76,636.50  5,000 
         
 
 
 
 
 
 
 
12

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