Add
PBCI to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| PBCI > SEC Filings for PBCI > Form 8-K on 22-Jul-2009 | All Recent SEC Filings |
22-Jul-2009
Other Events
Pamrapo Bancorp, Inc. (the "Company" or "Pamrapo") recently became aware that a complaint had been filed on July 9, 2009 in the Superior Court of New Jersey in Hudson County against the Company, each of its directors and BCB Bancorp, Inc. ("BCB").
The action, which seeks class certification, was brought by Keith Kube, a purported shareholder of the Company, on behalf of himself and all others similarly situated. The complaint alleges, among other things, that the directors of the Company are in breach of their fiduciary duties to shareholders in connection with the Company's entry into an agreement and plan of merger, dated as of June 29, 2009, with BCB (the "Agreement"), pursuant to which the Company will merge with and into BCB, with BCB as the surviving corporation.
The complaint seeks, among other things, for the Court to enjoin the defendants from consummating the transactions contemplated by the Agreement and to award the plaintiff attorneys' fees and expenses incurred in bringing the lawsuit.
The Company and its directors believe that the allegations in the complaint are without merit and intend to vigorously defend against the claims and causes of action asserted in this legal matter.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements. 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 BCB 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 BCB and Pamrapo are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that BCB and Pamrapo file with the Securities and Exchange Commission (the "SEC").
Additional Information about the Merger and Where to Find It
This Form 8-K may be deemed to be solicitation material with respect to the proposed merger of BCB and Pamrapo. In connection with the proposed merger, BCB and Pamrapo will file a joint proxy statement/prospectus with the SEC to be distributed to the shareholders of BCB and Pamrapo in connection with their vote on the proposed merger. SHAREHOLDERS OF BCB AND PAMRAPO ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
BCB and Pamrapo are not currently engaged in a solicitation of proxies of their respective shareholders in connection with the proposed merger. If a proxy solicitation commences, BCB and Pamrapo, and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed merger. Information regarding BCB's directors and executive officers is set forth in its proxy statement for its 2009 annual meeting of shareholders, which was filed with the SEC on March 25, 2009. Information regarding Pamrapo's directors and executive officers is set forth in its proxy statement for its 2009 annual meeting of shareholders, which was filed with the SEC on March 31, 2009. Both filings are available at the SEC's website, www.sec.gov, and may also be obtained from the companies at the addresses set forth in the preceding paragraph or by visiting their websites at www.bcbbancorp.com and www.pamrapo.com. Additional information regarding the interests of these participants may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available.
Read the proxy statement/prospectus carefully before making a decision concerning the merger.
|
|