Bancorp (NASDAQ:BCTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Bancorp (NASDAQ:BCTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On August 9, 2019, Two River entered into an amendment to the employment agreement between Two River and Two River Community Bank and William D. Moss, President and CEO of Two River and Two River Community Bank, and amendments to the change in control agreements between Two River and Two River Community Bank and each of A. Richard Abrahamian, Alan B. Turner, and Anthony Mero. Such amendments will become effective immediately prior to the effective time of the First Step Merger and will expire and be of no further force or effect if the First Step Merger is not completed. Copies of the amendments to such agreements are attached hereto as Exhibits 10.1 through 10.4 and incorporated herein by reference. In addition, amendments to the supplemental executive retirement agreements between Two River Community Bank and Messrs. Moss, Abrahamian, Turner, and Mero were also entered into on August 8, 2019, together with an amendment to the deferred compensation agreement for Mr. Moss and amendments to certain supplemental life insurance plans established by Two River Community Bank. Copies of such amendments are attached hereto as Exhibits 10.5 through 10.11 and incorporated herein by reference

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to OceanFirst and Two River, or other effects of the proposed Transaction. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” or by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements are made only as of the date of this filing, and neither OceanFirst nor Two River undertakes any obligation to update any forward-looking statements contained in this presentation to reflect events or conditions after the date hereof. Actual results may differ materially from those described in any such forward-looking statements.

In addition to factors previously disclosed in the reports filed by OceanFirst and Two River with the SEC and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the ability to obtain regulatory approvals and satisfy other closing conditions to the Transaction, including approval by shareholders of Two River; the timing of closing the Transaction; difficulties and delays in integrating the business or fully realizing cost savings and other benefits; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; the effects of tariffs and currency wars on economic conditions globally and in the United States; customer acceptance of products and services; customer borrowing, repayment, investment and deposit practices; competitive conditions; economic conditions, including downturns in the local, regional or national economies; the impact, extent and timing of technological changes; changes in accounting policies or practices; changes in laws and regulations; and other actions of the Federal Reserve Board and other legislative and regulatory actions and reforms.

Important Additional Information and Where to Find It

OceanFirst intends to file with the SEC a Registration Statement on Form S-4 relating to the proposed Transaction, which will include a prospectus for the offer of OceanFirst common stock as well as the proxy statement of Two River for the solicitation of proxies from its shareholders to vote at the meeting at which the Merger Agreement will be considered. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF TWO RIVER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Two River, and certain of its directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Two River in connection with the proposed Transaction. Information concerning the interests of the persons who may be considered “participants” in the solicitation will be set forth in the proxy statement/prospectus relating to the Transaction. Information concerning OceanFirst’s directors and executive officers, including their ownership of OceanFirst common stock, is set forth in its proxy statement previously filed with the SEC on March 18, 2019. Information concerning Two River’s directors and executive officers, including their ownership of Two River common stock, is set forth in its annual report on Form 10-K previously filed with the SEC on March 15, 2019. Shareholders may obtain additional information regarding interests of such participants by reading the registration statement and the proxy statement/prospectus when they become available.

 

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

*Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K.

 

TWO RIVER BANCORP Exhibit
EX-2.1 2 ex_154516.htm EXHIBIT 2.1 ex_154516.htm Exhibit 2.1   EXECUTION VERSION                     AGREEMENT AND PLAN OF MERGER   by and among   OCEANFIRST FINANCIAL CORP.,…
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