ITEM 1 BUSINESS .................................................. 1
ITEM 2
ITEM 2 - PROPERTIES
The Bank's operations are located at six sites in Union Township, one in Springfield Township, one in Berkeley Heights, Union County, New Jersey and a new site in Madison, Morris County, New Jersey to open in May. The principal office is located at 2455 Morris Avenue, Union, Union County, New Jersey. The principal office is a two story building constructed in 1993.
All but three of the nine locations are owned by the Bank. The lease of the Five Points Branch located at 356 Chestnut Street, Union, New Jersey expires November 30, 1997 and is subject to renewal at the Bank's option. The Career Center Branch located in Union High School expires December 31, 2002 and is also subject to renewal at the Bank's option and the lease of the Madison office located at 300 Main Street, Madison, New Jersey expires June 6, 2005 and is subject to renewal at the Bank's option. (See the back inside cover of the 1995 Annual Report for a complete listing of all branches and locations. The Drive In/walk Up located at 2022 Stowe Street, Union, New Jersey is adjacent to a part of the Main Office facility.)
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
Not applicable.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation had no matter submitted to a vote of security holders during the fourth quarter of 1995.
29 March 96 Center Bancorp, Inc. Form 10-K Page 10
ITEM 4 A-EXECUTIVE OFFICERS
The following table sets forth the name and age of each executive officer of the Parent Company, the period during which each such person has served as an officer of the Parent Company or the Bank and each such person's business experience (including all positions with the Parent Company and the Bank) for the past five years:
PART II
ITEM 5
ITEM 5 - MARKET INFORMATION FOR THE REGISTRANT'S STOCK AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 of Form 10-K appears on page 28 of the 1995 Annual Report and is incorporated herein by reference. As of December 31, 1995, there were 629 holders of record of the Parent Company's Common Stock.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The information required by Item 6 of Form 10-K appears on pages 10 - 11 of the 1995 Annual Report and is incorporated herein by reference.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 of Form 10-K appears on pages 13 - 29 of the 1995 Annual Report and is incorporated herein by reference.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 of Form 10-K appears on pages 30 - 49 of the 1995 Annual Report and is incorporated herein by reference.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
29 March 96 Center Bancorp, Inc. Form 10-K Page 11
PART III
ITEM 10
ITEM 10 - DIRECTORS OF THE REGISTRANT
The Corporation responds to this item by incorporating herein by reference the material responsive to such item in the Corporation's definitive proxy statement for its 1996 Annual Meeting of Stockholders.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
The Corporation responds to this item by incorporating herein by reference the material responsive to such item in the Corporation's definitive proxy statement for its 1996 Annual Meeting of Stockholders.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Corporation responds to this item by incorporating herein by reference the material responsive to such item in the Corporation's definitive proxy statement for its 1996 Annual Meeting of Stockholders.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation responds to this item by incorporating herein by reference the material responsive to such item in the Corporation's definitive proxy statement for its 1996 Annual Meeting of Stockholders.
29 March 96 Center Bancorp, Inc. Form 10-K Page 12
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8 -K
A1. Financial Statements
A2. Financial Statement Schedules
All Schedules have been omitted as inapplicable, or not required, or because the required information is included in the Consolidated Financial Statements or the notes thereto.
A3. Exhibits
3.1 Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
3.2 Bylaws of the Registrant is incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
10.2 Employment agreement between the Registrant and John J. Davis.
10.3 The Registrant Employee Stock Option Plan is incorporated by reference to exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993
10.4 The Registrant Outside Director Stock Option Plan is incorporated by reference to exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993
29 March 96 Center Bancorp, Inc. Form 10-K Page 13
10.5 Supplemental Executive Retirement Plans ("SERPS") are incorporated by reference to exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994
10.6 Executive Split Dollar Life Insurance Plan is incorporated by reference to exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994
10.7 Employment agreement between the Registrant and Anthony Weagley, dated as of January 1, 1996.
10.8 Agreement and Plan of Merger, by and between the Registrant and Lehigh Savings Bank, S.L.A., dated as of February 14, 1996, as amended.
10.9 Inducement Agreement, dated February 14, 1996 by and between the Registrant and the trustee under a trust agreement applicable to the majority shareholder of Lehigh Savings Bank, S.L.A.
11.1 Statement regarding computation of per share earnings is omitted because the computation can be clearly determined from the material incorporated by reference in this Report.
13.1 Registrant's Annual Report to Shareholders for the year ended December 31, 1995 (parts not incorporated by reference are furnished for information purposes only and are not to be deemed to be filed herewith.)
21.1 Subsidiaries of the Registrant is incorporated by reference to exhibit 22.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
23.1 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule
B. Reports on Form 8-K
There were no reports on Form 8-K filed by the Registrant during the fourth quarter of 1995.
29 March 96 Center Bancorp, Inc. Form 10-K Page 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Center Bancorp, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTER BANCORP, INC.
/s/ JOHN J. DAVIS ------------------------------------- John J. Davis President and Chief Executive Officer
Dated March 30, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated above:
/s/ CHARLES P. WOODWARD /s/ HUGO BARTH, III - ------------------------------------- -------------------------------- Charles P. Woodward, Hugo Barth, III Director and Chairman of the Board Director
/s/ ROBERT L. BISCHOFF /s/ ALEXANDER BOL - ------------------------------------- -------------------------------- Robert L. Bischoff Alexander Bol Director Director
/s/ BRENDA CURTIS /s/ DONALD G. KEIN - ------------------------------------- -------------------------------- Brenda Curtis Donald G. Kein Director Director
/s/ JOHN J. DAVIS /s/ HERBERT SCHILLER - ------------------------------------- -------------------------------- John J. Davis Herbert Schiller President and Chief Executive officer Director
/s/ PAUL LOMAKIN, JR. /s/ STAN R. SOMMER - ------------------------------------- -------------------------------- Paul Lomakin, Jr. Stan R. Sommer Director Director
/s/ WILLIAM THOMPSON /s/ ANTHONY C. WEAGLEY - ------------------------------------- -------------------------------- William Thompson Anthony C. Weagley Director Treasurer (Chief Accounting and Financial Officer)