UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Pamrapo Bancorp, Inc.
(Name of Registrant as Specified
in its Charter)
(Name of Person Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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(4)
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Proposed maximum aggregate value of the transaction:
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Total
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proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form Schedule or Registration No.:
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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): December 22, 2009 (December 21, 2009)
Pamrapo Bancorp, Inc.
(Exact name of registrant as
specified in its charter)
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New Jersey
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0-18014
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22-2984813
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(State or other Jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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611 Avenue C, Bayonne, New Jersey
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07002
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(Address of Principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201) 339-4600
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
December 21, 2009, Pamrapo Bancorp, Inc. (“Pamrapo”) issued a press release announcing that the stockholder meeting to vote on the adoption of Pamrapo’s Agreement and Plan of Merger with BCB Bancorp, Inc., dated as of
June 29, 2009, as amended, will not take place on Tuesday, December 22, 2009, as planned. The special meeting will now be held on February 11, 2010. For more information, please see the press release attached hereto as Exhibit 99.1
and incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements. These statements speak only as of the date they are made. The company undertakes
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 Pamrapo and BCB, increased competitive pressures, the outcome of the stockholder litigation, changes in the interest
rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Pamrapo is engaged, changes in the securities markets and other risks and uncertainties disclosed from time to
time in documents that Pamrapo files with the Securities and Exchange Commission (the “SEC”).
Additional
Information about the Merger and Where to Find It
Pamrapo and BCB filed with the SEC a joint proxy
statement/prospectus regarding the proposed merger on November 12, 2009. STOCKHOLDERS OF PAMRAPO AND BCB ARE ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The joint proxy statement/prospectus was mailed to stockholders of
Pamrapo and BCB. Stockholders may also obtain the joint proxy statement/prospectus and other documents that are filed by Pamrapo and BCB with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, stockholders may obtain free
copies of the documents filed by the companies with the SEC by written request directed to the Corporate Secretary, BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey 07002 or by visiting the BCB website at www.bcbbancorp.com, with respect to
documents filed by BCB, and by written request directed to the Secretary, Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne, New Jersey 07002 or by visiting the Pamrapo website at www.pamrapo.com, with respect to documents filed by Pamrapo.
Pamrapo and BCB, and their respective directors and executive officers and other members of management and employees may be considered
participants in the solicitation of proxies in connection with the proposed merger. Information regarding Pamrapo and BCB’s directors and executive officers and their interests is set forth in the joint proxy statement/prospectus.
Read the joint proxy statement/prospectus carefully before making a decision concerning
the merger.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 99.1
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Press release of Pamrapo Bancorp, Inc., dated December 21, 2009.
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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.
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PAMRAPO BANCORP, INC.
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Date: December 22, 2009
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By:
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/
S
/ K
ENNETH
D.
W
ALTER
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Kenneth D. Walter
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Vice President, Treasurer and Chief Financial Officer,
and Interim President and Chief Executive Officer
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Exhibit 99.1
Pamrapo Bancorp, Inc.’s Special Meeting of Stockholders
Will Not Take Place on December 22, 2009
New Meeting Date is February 11, 2010
BAYONNE, NJ—(MARKET WIRE)—December 21, 2009— Pamrapo Bancorp, Inc. (NASDAQ: PBCI) announced that the stockholder meeting to vote on the
adoption of Pamrapo’s merger agreement with BCB Bancorp, Inc. will not take place on Tuesday, December 22, 2009, as planned. The special meeting will now be held on February 11, 2010.
On December 21, 2009, the Superior Court of New Jersey, Appellate Division denied Pamrapo’s requested relief with respect to the Order of the
Superior Court of New Jersey, Hudson County, Chancery Division entered on December 16, 2009. Therefore, there will be no special meeting on December 22, 2009, and stockholders should plan accordingly. Pamrapo will be sending out further
information to the stockholders regarding the new date and time of the special meeting shortly.
Pamrapo is a holding company whose principal
subsidiary, Pamrapo Savings Bank, S.L.A., operates ten branch offices in Bayonne, Hoboken, Jersey City and Monroe, New Jersey.
Forward-Looking Statements
This press release contains certain forward-looking statements. These statements speak only as of
the date they are made. The company undertakes 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 Pamrapo and BCB, increased competitive pressures, the
outcome of the stockholder litigation, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Pamrapo is engaged, changes in the securities
markets and other risks and uncertainties disclosed from time to time in documents that Pamrapo files with the Securities and Exchange Commission (the “SEC”).
Additional Information about the Merger and Where to Find It
Pamrapo and BCB filed with
the SEC a joint proxy statement/prospectus regarding the proposed merger on November 12, 2009. STOCKHOLDERS OF PAMRAPO AND BCB ARE ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The joint proxy statement/prospectus was mailed to stockholders of Pamrapo and BCB. Stockholders may also
obtain the joint proxy statement/prospectus and other documents that are filed by Pamrapo and BCB with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, stockholders may obtain free copies of the documents filed by the
companies with the SEC by written request directed to the Corporate Secretary, BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey 07002 or by visiting the BCB website at www.bcbbancorp.com, with respect to documents filed by BCB, and by
written request directed to the Secretary, Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne, New Jersey 07002 or by visiting the Pamrapo website at www.pamrapo.com, with respect to documents filed by Pamrapo.
Pamrapo and BCB, and their respective directors and executive officers and other members of management and employees may be considered participants in the
solicitation of proxies in connection with the proposed merger. Information regarding Pamrapo and BCB’s directors and executive officers and their interests is set forth in the joint proxy statement/prospectus.
Read the joint proxy statement/prospectus carefully before making a decision concerning the merger.
For further information contact:
Kenneth D.
Walter
Vice President, Treasurer and Chief Financial Officer,
and Interim President and Chief Executive Officer
Pamrapo Bancorp, Inc.
(201) 339-4600
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