UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials |_| Soliciting Material Pursuant to Rule
14a-12
BRIDGE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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BRIDGE BANCORP, INC.
2200 Montauk Highway, P.O. Box 3005
Bridgehampton, NY 11932
November 17, 2008
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders (the
"Special Meeting") of Bridge Bancorp, Inc. (the "Company"). The Special Meeting
will be held at the offices of our subsidiary, The Bridgehampton National Bank,
2200 Montauk Highway, Bridgehampton, New York 11932, on Tuesday, December 16,
2008 at 11:00 a.m.
The business to be conducted at the Special Meeting consists of the
proposal to approve an amendment to the Company's Certificate of Incorporation
to authorize 2,000,000 shares of preferred stock, par value $0.01 per share.
This amendment to our Certificate of Incorporation is required if the Company
wishes to participate in the Capital Purchase Program ("CPP") established by the
United States Treasury Department as authorized by the Emergency Economic
Stabilization Act of 2008. Through the CPP, the Treasury Department will provide
participating financial institutions with a direct capital investment through
the Treasury Department's purchase of preferred stock. The Board of Directors
has determined that it may be in the best interests of the Company and its
shareholders to participate in the CPP, which participation is voluntary. The
Board of Directors has authorized management to apply for participation in the
CPP up to the maximum of 3% of risk-weighted assets, which would be
approximately $15 million. Because our Certificate of Incorporation does not
currently authorize preferred stock, shareholder approval of the proposal is
necessary for us to be able to receive this investment from the Treasury
Department. For this reason, the Board of Directors of the Company unanimously
recommends a vote "FOR" the approval of the amendment to the Certificate of
Incorporation to authorize the preferred stock. Although we are seeking approval
of an amendment to the Certificate of Incorporation to authorize shares of
preferred stock in order to be able to participate in the CPP, the Company has
not committed to issue the preferred stock to Treasury and shareholder approval
of the proposed amendment to the Certificate of Incorporation does not commit
the Company to issue the preferred stock under the CPP.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card, or cast your vote electronically, as soon as possible,
even if you currently plan to attend the Special Meeting. This will not prevent
you from voting in person, but will assure that your vote is counted if you are
unable to attend the Special Meeting. Your vote is important, regardless of the
number of shares that you own. Thank you for your continued investment in Bridge
Bancorp, Inc.
Sincerely,
/s/ Kevin M. O'Connor
Kevin M. O'Connor
President and Chief Executive Officer
BRIDGE BANCORP, INC.
2200 Montauk Highway, P.O. Box 3005
Bridgehampton, NY 11932
NOTICE OF SPECIAL MEETING
TO BE HELD TUESDAY, DECEMBER 16, 2008
To the Shareholders of Bridge Bancorp, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Special
Meeting") of Bridge Bancorp, Inc. (the "Company") will be held at The
Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York
11932, on Tuesday, December 16, 2008, at 11:00 a.m., for the purpose of
considering and voting on the following matters:
1) The approval of an amendment to the Company's Certificate of
Incorporation to authorize 2,000,000 shares of preferred stock, par
value $0.01 per share; and
such other business as may properly come before the Special Meeting or any
adjournments thereof.
Any action may be taken on the foregoing proposal at the Special Meeting on the
date specified above, including all adjournments of the Special Meeting. Only
those shareholders of record at the close of business on November 6, 2008 shall
be entitled to notice of and to vote at the Special Meeting.
The Board of Directors believes that the approval of the amendment to the
Certificate of Incorporation to authorize preferred stock is in the best
interests of the Company and its shareholders and unanimously recommends a vote
FOR this item.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE SPECIAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE, OR TO VOTE ELECTRONICALLY AS PROVIDED HEREWITH.
By order of the Board of Directors
/s/ Howard H. Nolan
Howard H. Nolan
Senior Executive Vice President and Corporate Secretary
November 17, 2008
Bridgehampton, New York
BRIDGE BANCORP, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 16, 2008
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies to be used at a Special Meeting of Shareholders ("Special Meeting") to
be held at The Bridgehampton National Bank (the "Bank"), 2200 Montauk Highway,
Bridgehampton, New York 11932, on Tuesday, December 16, 2008 at 11:00 a.m.,
Eastern time, or any adjournments thereof.
Regardless of the number of shares of Common Stock owned, it is important that
shareholders be represented by proxy or be present in person at the Special
Meeting. Shareholders are requested to vote by completing the enclosed proxy
card and returning it signed and dated in the enclosed envelope, or to vote
electronically. Shareholders should indicate their votes in the spaces provided
on the proxy card. Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Where no
instructions are indicated, executed proxies will be voted FOR the approval of
the amendment to the Certificate of Incorporation to authorize 2,000,000 shares
of preferred stock.
The Board of Directors knows of no additional matters that will be presented for
consideration at the Special Meeting. Execution of a proxy, however, confers
discretionary authority on the designated proxy holder to vote the shares in
accordance with their best judgment on such other business, if any, which may
properly come before the Special Meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum, or to approve the proposed
amendment to the Certificate of Incorporation at the time of this Special
Meeting, the Special Meeting may be adjourned in order to permit the further
solicitation of proxies.
A proxy may be revoked at any time prior to its exercise by the filing of
written revocation with the Secretary of the Company, by delivering to the
Company a duly executed proxy bearing a later date, or by attending the Special
Meeting, filing a revocation with the Secretary and voting in person. However,
if you are a shareholder whose shares are not registered in your own name, you
will need appropriate documentation from your record holder to vote personally
at the Special Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be borne
by the Company. In addition to the solicitation of proxies by mail, proxies may
also be solicited personally, by telephone or by facsimile by Directors,
officers and employees of the Company, without additional compensation
therefore. We have retained Laurel Hill Advisory Group, LLC to assist us in the
solicitation of proxies, and will pay fees estimated to be approximately $6,500
plus reimbursement of out-of-pocket expenses. In addition, our arrangement with
Laurel Hill Advisory Group, LLC includes provisions obligating us to indemnify
it for certain liabilities that could arise in connection with its solicitation
of proxies on our behalf.
This Proxy Statement and the accompanying proxy card are first being mailed to
shareholders on or about November 18, 2008.
1
REASON FOR HOLDING THE SPECIAL MEETING
On October 14, 2008, the U.S. government announced a series of initiatives
intended to strengthen market stability, improve the strength of financial
institutions, and enhance market liquidity. According to federal banking
regulators, these programs are intended to provide fresh capital and liquidity
to financial institutions to, among other things, foster new lending. As part of
this overall initiative, the U.S. Department of Treasury announced a voluntary
Capital Purchase Program (the "CPP") to encourage U.S. financial institutions to
enhance capital, in the hope of increasing the flow of financing to U.S.
businesses and consumers, and to support the U.S. economy. Under the CPP,
eligible financial institutions, such as Bridge Bancorp, will be able to sell
equity interests in the form of preferred stock to the U.S. Treasury on
attractive financial terms in amounts equal to one percent to three percent of
the risk-weighted assets. The preferred stock will constitute Tier 1 capital.
The Board of Directors has authorized management to apply for participation in
the CPP up to the maximum of 3% of risk-based assets, which would be
approximately $15 million. The Company's participation in the CPP is voluntary
and is subject to the approval of the Treasury Department. Although the Bank is
presently well-capitalized, management believes it is advisable to be in a
position to take advantage of the opportunities offered by the CPP. Because we
do not have preferred stock authorized in our Certificate of Incorporation,
however, it is necessary for us to amend our certification of incorporation to
authorize preferred stock. For additional information, see: "Proposal No.
1--Amendment to Certificate of Incorporation to Authorize 2,000,000 Shares of
Preferred Stock."
VOTING SECURITIES
The securities which may be voted at the Special Meeting consist of shares of
Common Stock of the Company (the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Special Meeting. The
close of business on November 6, 2008 has been fixed by the Board of Directors
as the record date ("Record Date") for the determination of shareholders
entitled to notice of and to vote at this Special Meeting or any adjournments
thereof. The total number of shares of Common Stock outstanding on the Record
Date was 6,146,872 shares. The presence, in person or by proxy, of a majority of
the total number of issued and outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at this Special Meeting. In the event
that there are not sufficient votes for a quorum, or to approve or ratify any
matter being presented at the time of the Special Meeting, the Special Meeting
may be adjourned in order to permit the further solicitation of proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of five percent of Bridge
Bancorp, Inc.'s common stock and directors and executive officers of Bridge
Bancorp, Inc. are required to file certain reports with the Securities and
Exchange Commission regarding such beneficial ownership. The following tables
set forth, as of November 6, 2008, certain information as to the shares of
Bridge Bancorp, Inc. common stock owned by persons who beneficially own more
than five percent of the Company's issued and outstanding shares of common
stock, and owned by our directors and executive officers. We know of no persons,
except as listed below, who beneficially owned more than five percent of the
outstanding shares of the Company's common stock as of November 6, 2008. The
information in the Percentage of Outstanding Shares columns is based on
6,146,872 shares of the Company's common stock outstanding as of November 6,
2008.
2
Principal Stockholders
Percentage of
Name and Address of Beneficial Owner Number of Shares Owned Outstanding Shares
--------------------------------------- ------------------------ ----------------------
Patrick E. Malloy
Bay Street at the Waterfront 394,937 (1) 6.43%
Sag Harbor, NY 11963
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(1) Based on a Schedule 13D filed with the Securities and Exchange Commission on January 4, 2008.
Directors and Executive Officers
Percentage of Outstanding
Name and Title Number of Shares Owned (1) Shares
--------------------------- ---------------------- ------
Kevin M. O'Connor, President and Chief Executive 22,108 (2) *
Officer of the Company and the Bank, Director
Thomas J. Tobin, President Emeritus and Special 84,114 (3) 1.4
Advisor to the Board, Director
Charles I. Massoud, Director 6,805 (4) *
Albert E. McCoy, Jr., Director 22,693 *
Emanuel Arturi, Director 5,060 *
R. Timothy Maran, Director 65,338 (5) 1.1
Dennis A. Suskind, Director, Vice Chairperson of 92,063 (6) 1.5
the Board
Thomas E. Halsey, Director 65,509 (5) 1.1
Marcia Z. Hefter, Director, Chairperson of the 57,252 (5) *
Board
Howard H. Nolan, Senior Executive Vice President 16,418 (7) *
and Chief Administrative and Financial Officer,
Treasurer and Corporate Secretary, Director
All Directors and Executive Officers as a Group 453,252 (8) 7.4%
(11 persons)
* Represents less then 1%
(1) Includes shares as to which a person (or his or her spouse) directly or
indirectly has or shares voting power and/or investment power (which
includes the power to dispose) and all shares which the person has a right
to acquire within 60 days of the reporting date.
(2) Includes 7,171 shares of restricted stock subject to future vesting but as
to which voting may currently be directed.
(3) Includes options to purchase 28,130 shares and 2,534 shares of restricted
stock subject to future vesting but as to which voting may currently be
directed.
(4) Includes options to purchase 975 shares.
(5) Includes options to purchase 1,575 shares.
(6) Includes options to purchase 975 shares. Of the shares reported, 55,200 are
pledged as collateral for borrowings.
(7) Includes options to purchase 3,574 shares and 9,144 shares of restricted
stock subject to future vesting but as to which voting may currently be
directed.
(8) Includes options to purchase 41,717 shares granted to the named Directors
and Executive Officers and 26,912 shares of restricted stock subject to
future vesting but as to which voting may currently be directed.
3
VOTING PROCEDURES AND METHOD OF COUNTING VOTES
As to the approval of the amendment to the Certificate of Incorporation to
authorize 2,000,000 shares of preferred stock, by checking the appropriate box,
a shareholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or
(iii) "ABSTAIN" from voting on such item. The approval of this proposal requires
the affirmative vote of a majority of the votes eligible to be cast.
Accordingly, broker non-votes, or proxies marked "ABSTAIN" will have the same
effect as votes against the proposal.
Proxies solicited hereby will be returned to the Company, and will be tabulated
by the inspector of election designated by the Board of Directors.
PROPOSAL NO. 1 - AMENDMENT TO CERTIFICATE OF INCORPORATION
TO AUTHORIZE 2,000,000 SHARES OF PREFERRED STOCK
Our Certificate of Incorporation does not authorize the issuance of shares other
than common stock. Our Board of Directors has unanimously approved a resolution
to amend the Certificate of Incorporation, subject to shareholder approval, to
authorize the issuance of up to 2,000,000 shares of preferred stock, par value
$0.01 per share. The preferred stock to be authorized ("Preferred Stock") would
have such designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof, as
shall be expressed in the resolution or resolutions adopted by the Board of
Directors from time to time providing for the issuance of such stock. As such,
the Preferred Stock would be available for issuance without further action by
the Company's shareholders, except as may be required by applicable law, or
pursuant to the requirements of the exchange or quotation system upon which the
Company's securities are then trading or quoted.
The Board's primary objective in amending the Certificate of Incorporation to
authorize the Preferred Stock is to provide maximum flexibility with respect to
future financing transactions, including being able to participate in the CPP
recently established by the U.S. Treasury Department ("Treasury"). Under this
program, Treasury will make a direct equity investment in participating
institutions through the purchase by Treasury of the institution's cumulative
perpetual preferred stock, with a liquidation preference of at least $1,000 per
share. Our CPP application with Treasury was filed on November 13, 2008. If we
receive preliminary approval to participate in the CPP, we would have only 30
days from the date of such approval to complete the investment. Because
applications to participate in the CPP are due by November 14, 2008, time is of
the essence. Accordingly, we are holding this Special Meeting for the proposal
to amend the Certificate of Incorporation to authorize the Preferred Stock.
Preferred stock is commonly authorized by publicly traded companies and is
frequently used as a means of raising capital and making acquisitions. In some
circumstances, companies have been required to utilize senior classes of
securities to raise capital, with the terms of those securities being highly
negotiated and tailored to meet the needs of both investors and issuing
companies. Such senior securities typically include liquidation and dividend
preferences, protections, conversion privileges and other rights not found in
common stock.
We presently lack the authority to issue preferred stock, and accordingly, may
not be eligible to participate in the CPP. As a result, we would continue to be
4
limited to issuing common stock or debt securities to raise capital. By
authorizing the Preferred Stock, we would not only be eligible to participate in
CPP, but also would increase our flexibility in structuring future transactions.
If the Certificate of Incorporation is amended to authorize the issuance of the
Preferred Stock, the Board will have discretion to establish series of preferred
stock and the rights and privileges of each series so established. In the event
of any such issuance, the holders of our common stock would have no input or
right to approve the terms of any such series, including the issuance of
cumulative perpetual preferred stock to the Treasury if we decided to
participate in the CPP. Generally, the authority to issue the Preferred Stock
will enable the Company to respond promptly to, and take advantage of, market
conditions and other favorable opportunities without incurring the delay and
expense associated with calling a special shareholders' meeting to approve a
contemplated stock issuance. The Board of Directors believes that this authority
will also help to reduce costs because the Board will not have to seek
shareholder approval to issue the shares of the Preferred Stock unless such
approval is otherwise required under the rules of any quotation board or stock
exchange to which Bridge Bancorp is subject.
Bridge Bancorp has no present agreement to issue any Preferred Stock and, other
than the possible issuance of Preferred Stock contemplated under the CPP, has no
present intention to do so. Moreover, although we are seeking approval of an
amendment to the Certificate of Incorporation to authorize shares of Preferred
Stock in order to be able to participate in the CPP, the Company has not
committed to issue the Preferred Stock to Treasury and shareholder approval of
the proposed amendment to the Certificate of Incorporation does not commit the
Company to issue the Preferred Stock in the event approval is received from
Treasury.
Senior Cumulative Preferred Stock Under the CPP
If Bridge Bancorp were to participate in the CPP,
the Treasury would purchase from Bridge Bancorp cumulative perpetual preferred
stock, with a liquidation preference of at least $1,000 per share. These shares
would be senior to our common stock and would pay cumulative dividends at a rate
of 5% per annum until the fifth anniversary of the date of the original
investment and thereafter at a rate of 9% per annum (the "Senior Preferred
Shares"). Dividends would be payable quarterly in arrears on the fifteenth day
of February, May, August, and November of each year.
Under the CPP, the Senior Preferred Shares would be non-voting shares, other
than class voting rights on (i) any authorization or issuance of shares ranking
senior to the Senior Preferred Shares; (ii) any amendment to the rights of the
Senior Preferred Shares, or (iii) any merger, exchange or similar transaction
which would adversely affect the rights of the Senior Preferred Shares. If the
dividends described above were not paid in full for six dividend periods,
whether or not consecutive, the shareholders of the Senior Preferred Shares
would have the right to elect two directors. The right to elect directors would
then cease when dividends have been paid in full for four consecutive dividend
periods.
The Senior Preferred Shares will be callable at par after three years. Prior to
the end of three years, the preferred shares may be redeemed only with the
proceeds of an equity offering of Tier 1 qualifying perpetual preferred or
common stock. As long as the Senior Preferred Shares are outstanding, Bridge
Bancorp may continue the payment of dividends on common shares at the current
rate, provided all dividends on Senior Preferred Shares are fully paid.
Furthermore, unless the Senior Preferred Shares are transferred or redeemed,
until the third anniversary of the Treasury's investment, any increase in the
common stock dividends or repurchases by the Company of shares of its common
stock, would be prohibited without the prior approval of the Treasury.
5
Under the CPP, Treasury's investment in the preferred stock of a participating
institution will be limited to an aggregate amount of between 1% and 3% of the
institution's risk-weighted assets. In the case of Bridge Bancorp, based upon
the Bank's risk-weighted assets as of September 30, 2008, this would permit
Bridge Bancorp to apply for an investment by the Treasury of between
approximately $5 million and $15 million. We expect to use the proceeds for
general corporate purposes, including loan originations and the purchase of
securities, primarily securities collateralized by mortgage loans, following our
normal prudent underwriting standards. The proceeds will increase our capital
levels and thereby also support future organic growth through branch expansion
and branch or bank acquisitions, although we have no current plans or
arrangements regarding any acquisitions. Under the CPP, any shares of preferred
stock issued to Treasury would constitute Tier 1 capital for bank regulatory
purposes. The following table shows Bridge Bancorp's regulatory capital ratios
assuming investments by the Treasury of $5 million and $15 million,
respectively.
Regulatory capital
ratios of Bridge Historical at $15 Million
Bancorp September 30, 2008 $5 Million Investment(1) Investment(1)
------------------- -------------------- ------------------------- ----------------------
Amount Percent Amount Percent of Amount Percent of
------ of Assets ------ Assets ------ Assets
--------- ---------- ----------
Tier 1 Capital (to $53,475 7.4% $58,475 8.0% $68,475 9.3%
average assets)
Tier 1 Capital (to $53,475 10.8% $58,475 11.7% $68,475 13.4%
risk weighted
assets)
Total Capital (to $57,227 11.6% $62,227 12.4% $72,227 14.2%
risk weighted
assets)
-------------
(1) Assumes proceeds from the Senior Preferred Shares investment are invested
in 100% risk weighted assets.
Institutions participating in the CPP must also grant a warrant to Treasury to
purchase a number of shares of common stock having a purchase price equal to 15%
of aggregate amount of the preferred stock investment. The exercise price for
the warrant, and the market price for determining the number of shares of common
stock subject to the warrant, will be determined by reference to the market
price of the common stock (calculated on a 20-day trailing average) on the date
of Treasury approval of an institution's participation in CPP. Assuming Bridge
Bancorp issues $15.0 million of Senior Preferred Shares, it would simultaneously
grant to Treasury a warrant to purchase common stock having an aggregate
purchase price of $2.25 million. Assuming a market price of $19.68 per share of
common stock (the 20 trading day trailing average price as of November 7, 2008),
we would grant Treasury a warrant to purchase 114,329 shares of Bridge Bancorp
common stock (at an exercise price of $19.68), which is less than 2.0% of our
outstanding shares of common stock. The dilutive effect of the preferred shares
and warrants on earnings per common share on a pro forma basis for the year
ended December 31, 2007 and nine months ended September 30, 2008 is immaterial.
If Bridge Bancorp participates in the CPP, Bridge Bancorp must adopt Treasury's
standards for executive compensation and corporate governance for the period
during which Treasury holds any of the Company's Senior Preferred Shares or
warrants issued under the CPP. These standards generally apply to the chief
executive officer, chief financial officer, plus the next three most highly
compensated executive officers (collectively, the "senior executive officers").
Participating institutions must meet certain standards, including: (1) ensuring
that incentive compensation for senior executive officers does not encourage
unnecessary and excessive risks; (2) requiring a clawback of any bonus or
incentive compensation paid to a senior executive officer based on statements of
earnings, gains or other criteria that are later proven to be materially
inaccurate; (3) prohibiting certain severance payments to a senior executive
6
officer, generally referred to as "golden parachute" payments, above specified
amounts; and (4) agreeing not to deduct for tax purposes executive compensation
in excess of $500,000 for each senior executive officer. We expect that each
executive officer will agree in writing to be bound by the applicable CPP
restrictions on compensation during any period that he or she is a senior
executive officer and Treasury holds an equity or debt position acquired through
the CPP.
Although Bridge Bancorp has no reason to believe that any application it submits
to Treasury for participation in the CPP would not be approved, there can be no
assurance that Treasury will approve any application submitted by Bridge Bancorp
or that the application will be approved in the amount requested. If Treasury
does not approve our application to participate in the CPP, there will be no
material effect on our liquidity, capital resources or results of operations,
and the Bank will remain well-capitalized and capable of continuing its
strategic plan.
Within 30 days following closing of the CPP investment, the Company must file
with the SEC a shelf registration statement registering the possible resale of
all of the preferred shares, the warrant and the warrant exercise shares. We
must also use reasonable best efforts to cause the registration statement to be
continuously effective until there are no registrable securities remaining.
To the extent that a shelf registration statement is not available and Bridge
Bancorp proposes to file a registration statement for an equity offering,
holders of the preferred shares, the warrant and warrant exercise shares will
have piggyback rights to include their securities in such registration
statement.
Potential Anti-Takeover Effect
The proposal to amend the Certificate of Incorporation to authorize the
Preferred Stock could adversely effect the ability of third parties to take over
or change the control of Bridge Bancorp by, for example, permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in
the composition of our Board of Directors or contemplating a tender offer or
other transaction for the combination of Bridge Bancorp with another company.
The ability of our Board of Directors to establish the rights of, and to cause
Bridge Bancorp to issue, substantial amounts of preferred stock without the need
for shareholder approval, upon such terms and conditions, and having such
rights, privileges and preferences, as our Board of Directors may determine from
time to time in the exercise of its business judgment, may, among other things,
be used to create voting impediments with respect to changes in control of
Bridge Bancorp or to dilute the stock ownership of holders of common stock
seeking to obtain control of Bridge Bancorp. The rights of the holders of common
stock will be subject to, and may be adversely affected by, any preferred stock
that may be issued in the future. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions,
financings and other corporate transactions, may have the effect of
discouraging, delaying or preventing a change in control of Bridge Bancorp.
Other than our continuing review of whether to participate in the CPP, we have
no present plans to issue any shares of Preferred Stock.
7
Proposed Amendment
In order to authorize the Preferred Stock, we propose that the text of Paragraph
4 of our Certificate of Incorporation be amended to read as follows:
4. (A) The aggregate number of shares which the corporation shall have
authority to issue is 22,000,000 shares, 20,000,000 of which shall be
common shares, having a par value of One Cent ($0.01) per share, and
2,000,000 of which shall be preferred shares, having a par value of One
Cent ($0.01) per share ("Preferred Shares").
(B) The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Shares in series, and by filing a certificate of amendment pursuant to the
applicable law of the State of New York (such certificate being hereinafter
referred to as a "Preferred Share Designation"), to establish from time to
time the number of shares to be included in each such series, and to fix
the designation, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof. The
number of authorized shares of Preferred Shares may be increased or
decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of a majority of the Common Stock,
without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
terms of any Preferred Stock Designation.
Vote Required and Board of Director's Recommendation
The affirmative vote of a majority of all shares eligible to vote, in person or
by proxy, is required for approval of this proposal. In the event there are not
sufficient votes to approve the proposed amendment to the Certificate of
Incorporation at the time of this Special Meeting, the Special Meeting may be
adjourned in order to permit the further solicitation of proxies. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next year's
Annual Meeting of Shareholders, any shareholder proposal to take action at such
meeting must be received at the Company's executive office, 2200 Montauk
Highway, P.O. Box 3005, Bridgehampton, New York 11932, no later than November
24, 2008. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
ADVANCE NOTICE OF NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING
The Company's Bylaws provide an advance notice procedure for certain business,
or nominations to the Board of Directors, to be brought before an annual meeting
of shareholders. In order for a shareholder to properly bring business before an
annual meeting, the shareholder must give written notice to the Corporate
Secretary not less than 90 days prior to the date of the Company's proxy
materials for the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is advanced more than 30 days prior to or delayed
by more than 30 days after the anniversary of the preceding year's annual
meeting, notice by the shareholder to be timely must be so delivered not later
than the close of business on the tenth day following the day on which public
8
announcement of the date of such annual meeting is first made. The Bylaws
require that the notice must include, among other things, the shareholder's
name, record address, and number of shares owned, describe briefly the proposed
business, the reasons for bringing the business before the annual meeting, and
any material interest of the shareholder in the proposed business. Nothing in
this paragraph shall be deemed to require the Company to include in its annual
meeting proxy statement any shareholder proposal that does not meet all of the
requirements for inclusion established by the Securities and Exchange Commission
in effect at the time such proposal is received.
In accordance with the foregoing, advance notice for certain business or
nominations to the Board of Directors to be brought before the 2009 Annual
Meeting of Shareholders must be given to the Company by December 24, 2008.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the Special
Meeting other than the matters described above in this proxy statement. However,
if any matters should properly come before the Special Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
Whether you intend to be present at this meeting or not, you are urged to return
your signed proxy promptly. For your convenience, you may also cast your vote
electronically.
By Order of the Board of Directors
Howard H. Nolan
Senior Executive Vice President and Corporate Secretary
Bridgehampton, New York
November 17, 2008
9
REVOCABLE PROXY REVOCABLE PROXY
BRIDGE BANCORP, INC.
SPECIAL MEETING OF SHAREHOLDERS
December 16, 2008
The undersigned shareholder of Bridge Bancorp, Inc. (the "Company"), hereby
appoints the full Board of Directors, with full powers of substitution, as
attorneys-in-fact and agents for and in the name of the undersigned, to vote
such shares as the undersigned may be entitled to vote at the Special Meeting of
Shareholders of the Company (the "Special Meeting") to be held at the offices of
the Company's bank subsidiary, The Bridgehampton National Bank, 2200 Montauk
Highway, Bridgehampton, New York 11932, on Tuesday, December 16, 2008 at 11:00
a.m. local time, and at any and all adjournments thereof, as follows:
1. The approval of an amendment to the Company's Certificate of Incorporation
to authorize 2,000,000 shares of preferred stock, par value $0.01 per
share.
__FOR __ AGAINST __ ABSTAIN
In their discretion, the proxy committee is authorized to vote on such other
matters as may properly come before the Special Meeting or any adjournment or
postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL. THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY, IF PROPERLY SIGNED, WILL BE VOTED FOR THE PROPOSAL STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE
BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.
(To be Signed on Reverse Side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing with the
Secretary of Bridge Bancorp, Inc. at or before the Special Meeting a written
notice of revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of Bridge Bancorp, Inc. at or before the Special Meeting; (iii) using the
Internet or telephone voting options; or (iv) attending the Special Meeting and
voting in person (although attendance at the Special Meeting will not in and of
itself constitute revocation of this Proxy). If this Proxy is properly revoked
as described above, then the power of the Board of Directors to act as attorney
and proxy for the undersigned shall be deemed terminated and of no further force
and effect.
The above signed acknowledges receipt from Bridge Bancorp, Inc., prior to the
execution of this Proxy, of Notice of Special Meeting and a Proxy Statement
dated November 17, 2008. Please sign exactly as your name(s) appear(s) above on
this card. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder
should sign.
Dated: _______________, 2008
-----------------------------------------
Signature of Shareholder
-----------------------------------------
Signature of Shareholder
Please sign exactly as your name(s) appear(s) above. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE