ITEM 1 BUSINESS 1
ITEM 2
ITEM 2 - Properties - --------------------------------------------------------------------------------
The Bank's operations are located at five sites in Union Township, one in Springfield Township, one in Berkeley Heights, one in Vauxhall and one in Summit, Union County, New Jersey. The Bank also has one site in Madison, and one site in Morristown, Morris County, New Jersey. 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. The Bank completed the purchase of property located at 214 South Street, Morristown, NJ 07960 in 2000. A full service branch facility will be constructed in 2001 on the site.
The Bank owns five of the locations and the Bank leases six of the locations. The lease of the Five Points Branch located at 356 Chestnut Street, Union, New Jersey expires November 30, 2002 and is subject to renewal at the Bank's option. The lease of 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. The lease of the Millburn Mall Branch located at 2933 Vauxhall Road, Vauxhall, New Jersey expires February 01, 2003 and is subject to renewal at the Bank's option and the lease of the Morristown office located at 86 South Street, Suite 2A, Morristown, New Jersey expires February 28, 2003 and is subject to renewal at the Bank's option. The lease of the Summit branch located 392 Springfield Avenue, Summit, New Jersey expires March 31, 2009 and is subject to renewal at the Bank's option. (See page 58 of the 2000 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.) The Bank has one off-site ATM at Union Hospital, 100 Galloping Hill Road, Union, New Jersey.
ITEM 3
ITEM 3 - Legal Proceedings - --------------------------------------------------------------------------------
There are no significant pending legal proceedings involving the Parent Corporation or Bank other than those arising out of routine operations. Management does not anticipate that the ultimate liability, if any, arising out of such litigation will have a material effect on the financial condition or results of operations of the Parent Corporation and Bank on a consolidated basis. Such statement constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this statement as a result of various factors, including the uncertainties arising in proving facts within the Judicial System.
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 2000.
30 March 2001 Center Bancorp, Inc., Form 10-K Page 11
ITEM 4 A-Executive Officers - --------------------------------------------------------------------------------
The following table sets forth the name and age of each executive officer of the Parent Corporation, the period during which each such person has served as an officer of the Parent Corporation or the Bank and each such person's business experience (including all positions with the Parent Corporation and the Bank) for the past five years:
30 March 2001 Center Bancorp, Inc., Form 10-K Page 12
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 pages 31 and 32 of the 2000 Annual Report and is incorporated herein by reference. As of December 31, 2000 there were 581 holders of record of the Parent Corporation's Common Stock.
ITEM 6
ITEM 6 - Selected Financial Data - --------------------------------------------------------------------------------
The information required by Item 6 of Form 10-K appears on pages 1 and 15 of the 2000 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 16 through 33 of the 2000 Annual Report and is incorporated herein by reference.
ITEM 7A
ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk - --------------------------------------------------------------------------------
The information required by Item 7A of Form 10-K appears on page 4 under the title Statistical Information in for 10-K and on pages 27 through 29 of the 2000 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 34 through 55 of the 2000 Annual Report and is incorporated herein by reference.
ITEM 9
ITEM 9 - Changes In and Disagreements With Accountants on Accounting and Financial Disclosures - --------------------------------------------------------------------------------
None
30 March 2001 Center Bancorp, Inc., Form 10-K Page 13
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 2001 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 2001 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 2001 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 2001 Annual Meeting of Stockholders.
30 March 2001 Center Bancorp, Inc., Form 10-K Page 14
Part IV
ITEM 14
ITEM 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K - --------------------------------------------------------------------------------
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, 1998.
3.2 By-Laws 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, 1998.
10.1 Employment agreement between the Registrant and Donald Bennetti, dated January 1, 1996, is incorporated by reference to exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995.
10.2 Employment agreement between the Registrant and John J. Davis is incorporated by reference to exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995
10.3 The Registrant's 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's Outside Director Stock Option Plan is incorporated by reference to exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993
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 C. Weagley, dated as of January 1, 1996 is incorporated by reference to exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995
30 March 2001 Center Bancorp, Inc., Form 10-K Page 15
10.10 Directors' Retirement Plan is incorporated by reference to exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.
10.11 Center Bancorp, Inc. 1999 Stock Incentive Plan is incorporated by references to exhibit 10.11 to the Registrant's Annual Report on form 10-K for the year ended December 31, 1999.
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, 2000 (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
23.1 Consent of KPMG 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 2000.
30 March 2001 Center Bancorp, Inc., Form 10-K Page 16
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, 2001
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, in the capacities described below 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 Director Officer and Director
/s/ PAUL LOMAKIN, JR. /s/ NORMAN F. SCHROEDER - --------------------------------- --------------------------------- Paul Lomakin, Jr. Norman F. Schroeder Director Director
/s/ WILLIAM THOMPSON /s/ ANTHONY C. WEAGLEY - --------------------------------- --------------------------------- William Thompson Anthony C. Weagley Director Vice President & Treasurer (Chief Accounting and Financial Officer)
/s/ JAMES J. KENNEDY - --------------------------------- James J. Kennedy Director
30 March 2001 Center Bancorp, Inc., Form 10-K Page 17