UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2010
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 0-50275 26-0065262
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
104-110 Avenue C, Bayonne, New Jersey 07002
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(Address of Principal Executive Offices) (Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On March 31, 2010, BCB Bancorp, Inc. (the "Company"), the parent company of
BCB Community Bank, and Pamrapo Bancorp, Inc. ("Pamrapo"), the parent company of
Pamrapo Savings Bank, S.L.A., agreed to revise the structure of their proposed
merger pursuant to Section 9.2 of the Agreement and Plan of Merger, dated as of
June 29, 2009, as amended (the "Merger Agreement"), pursuant to which Pamrapo
will merge with and into the Company (the "Merger"). It is the intent of the
parties that the Merger will be completed as contemplated in the Merger
Agreement except that (i) the directors as set forth in Exhibit 1.4 of the
Merger Agreement of the surviving corporation and surviving institution shall be
revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan,
James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik,
Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) directors Conaghan
and Brockman will waive their rights to a Consulting Agreement or advisory board
position with the surviving corporation and surviving institution pursuant to
Section 6.11(j) of the Merger Agreement.
In addition, each of the Company and Pamrapo will waive its right to consider the above referenced changes from constituting a "burdensome condition" as defined in the Merger Agreement. All other terms of the Merger Agreement remain unchanged.
The preceding disclosure is qualified in its entirety by reference to the letter between the Company and Pamrapo, dated March 31, 2010, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements about the proposed merger of the Company and Pamrapo and the effects of the proposed merger on the companies. These statements speak only as of the date they are made. The companies undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Forward-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." Certain factors that could cause actual results to differ materially from expected results 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 the Company and Pamrapo, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which the Company and Pamrapo are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that the Company and Pamrapo file with the Securities and Exchange Commission (the "SEC").
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit 99.1 Letter between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc., dated as of March 31, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
BCB BANCORP, INC.
DATE: April 6, 2010 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer
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BCB LETTERHEAD
March 31, 2010
Daniel J. Massarelli
Chairman of the Board
Pamrapo Bancorp, Inc.
611 Avenue C
Bayonne, New Jersey 07002
Dear Mr. Massarelli:
Pursuant to discussions between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. and discussions between BCB Bancorp, Inc. and its primary federal and state regulator, BCB Bancorp, Inc.'s intends to complete the merger pursuant to an "Alternative Structure" as permitted by Section 9.2 of the above referenced merger agreement. Under the Alternative Structure, the merger will be completed as contemplated in the merger agreement except that (i) the directors as set forth in Exhibit 1.4 of the merger agreement of the Surviving Corporation and Surviving Institution shall be revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan, James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik, Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) Directors Conaghan and Brockman waive their rights to a Consulting Agreement or Advisory board Position with the Surviving Corporation and Surviving Institution pursuant to Section 6.11(j) of the Merger Agreement.
BCB Bancorp, Inc. waives its right to consider only the above referenced changes from constituting a "Burdensome Condition" under the merger agreement.
Pursuant to Section 9.2, please provide to BCB Bancorp, Inc. Pamrapo Bancorp, Inc.'s consent to the changes noted above by signing below. By signing below Pamrapo Bancorp, Inc. waives only the above referenced changes from being deemed a "Burdensome Condition."
By: /s/ Mark D. Hogan
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Mark D. Hogan
Chairman of the Board
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Agreed and accepted
By: /s/ Daniel J. Massarelli
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Daniel J. Massarelli
Chairman of the Board
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