UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 14, 2020
(Exact name of the registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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,
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(Address of principal executive offices)
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(Zip Code)
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(631 ) 537-1000
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously disclosed, on July 1, 2020, Bridge Bancorp, Inc. (“Bridge”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Dime Community Bancshares, Inc. (“Dime”), pursuant to which Dime will merge with and into Bridge (the “Merger”). Immediately following the Merger, Dime Community Bank, the wholly-owned subsidiary of Dime, will merge with and into
BNB Bank, the wholly-owned subsidiary of Bridge. Under the terms of the Merger Agreement, upon completion of the Merger, the board of directors of the resulting company and the resulting bank will each be comprised of 12 directors, with six
directors designated by Dime and six directors designated by Bridge.
The Board of Directors of Bridge has determined that the six directors who shall continue as directors of the resulting company and the
resulting bank shall be Marcia Z. Hefter, Matthew A. Lindenbaum, Albert E. McCoy, Jr., Raymond A. Nielsen, Kevin M. O’Connor and Dennis A. Suskind. Those current Bridge directors who will not continue as directors of the resulting company and the
resulting bank will resign effective as of the effective time of the Merger.
In addition, Dime has informed Bridge that the six Dime
directors who are to serve on the Board of Directors of the resulting company and the resulting bank are Rosemarie Chen, Michael P. Devine, Kenneth J. Mahon, Vincent F. Palagiano, Joseph J. Perry and Kevin Stein. These directors will be
appointed to serve effective as of the effective time of the Merger.
At this time, committee assignments have not been determined.
A copy of a joint press release announcing that directors of Bridge and Dime who are to serve on the board of directors of the resulting
company and the resulting bank, as of the effective time of the Merger, is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired. None.
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(b)
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Pro forma financial information. None.
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(c)
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Shell company transactions: None.
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(d)
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Exhibits.
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104.1
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Cover Page Interactive Data File (formatted as inline XBRL)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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BRIDGE BANCORP, INC.
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DATE: December 18, 2020
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By:
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/s/ Kevin M. O’Connor
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Kevin M. O’Connor
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President and Chief Executive Officer
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. Announce Board of Directors of Combined Company
BRIDGEHAMPTON, N.Y. and BROOKLYN, N.Y., December 18, 2020 (GLOBE NEWSWIRE) -- Bridge Bancorp, Inc. (Nasdaq: BDGE) (“Bridge”), the parent company of BNB Bank,
and Dime Community Bancshares, Inc. (Nasdaq: DCOM) (“Dime”), the parent company of Dime Community Bank, today jointly announced, as part of the integration planning process for the merger of the two companies (the “Merger”), the proposed composition of
the Board of Directors of the combined company, to be effective upon completion of the Merger. The Board of the combined company will consist of 12 directors, six current Bridge directors and six current Dime directors, as follows:
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Continuing Bridge Directors
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Continuing Dime Directors
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Marcia Z. Hefter
Matthew A. Lindenbaum
Albert E. McCoy, Jr.
Raymond A. Nielsen
Kevin M. O’Connor
Dennis A. Suskind
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Rosemarie Chen
Michael P. Devine
Kenneth J. Mahon
Vincent F. Palagiano
Joseph J. Perry
Kevin Stein
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Kenneth J. Mahon, the current Chief Executive Officer of Dime who will become non-employee Executive Chairman of the combined company, said, “The new board
reflects individuals with complementary skillsets and extensive experience that will serve the combined company well. I am confident that our board will provide effective oversight to drive strong financial performance, appropriately manage risk, and
build a stronger company to serve all of our shareholders and stakeholders in the New York metropolitan market.”
Kevin O’Connor, slated to be a director and Chief Executive Officer of the combined entity, said, “I am looking forward to working with this team of
experienced and insightful board members and am confident that the new organization will reap the benefits of their business and board expertise.”
The companies continue to expect the transaction to close in early-2021, subject to satisfaction of customary closing conditions,
including receipt of remaining regulatory approvals.
About Bridge Bancorp, Inc.
Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary,
BNB Bank. Established in 1910, BNB, with assets of approximately $6.3 billion, operates 39 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB provides
deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB's wholly-owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc., a wholly-owned subsidiary
of BNB, offers financial planning and investment consultation. For more information visit www.bnbbank.com.
BNB also has a rich tradition of involvement in the community, supporting programs and initiatives that promote local business, the
environment, education, healthcare, social services and the arts.
About Dime Community Bancshares, Inc.
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered community commercial bank that
was founded in 1864. Dime Community Bank is headquartered in Brooklyn, NY and operates 28 banking offices located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. More information on Dime Community Bancshares, Inc. and
Dime Community Bank can be found on Dime's website at www.dime.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the “Merger”) between Bridge and Dime, including future financial and operating results, cost savings, enhancements to revenue and accretion to
reported earnings that may be realized from the Merger; (ii) Bridge’s and Dime’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts; and (iii) other statements identified by words
such as “may,” “assumes,” “approximately,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These
forward-looking statements are based upon the current beliefs and expectations of the respective management of Bridge and Dime and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which
are beyond the control of Bridge and Dime. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to
predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) the businesses of Bridge and Dime may not be combined successfully, or such combination may take
longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings
from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees and
customers, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) economic, legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which Bridge and Dime are engaged; (6) the interest rate environment may further compress margins and adversely affect net interest income; (7) results may be adversely affected by continued adverse
changes to credit quality; (8) competition from other financial services companies in Bridge’s and Dime’s markets could adversely affect operations; (9) an economic slowdown could adversely affect credit quality and loan originations; (10) the COVID-19
pandemic is adversely affecting Dime, Bridge, and their respective customers, employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position, operations and prospects have been
material, and it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operation conditions will return; and (11) other factors that may affect future results of Dime and Bridge including
changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of
technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors, that could cause actual results to differ materially from those expressed in
the forward-looking statements are discussed in Bridge’s and Dime’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and
available on the SEC’s Internet site (http://www.sec.gov).
Bridge Bancorp, Inc.
Investor Relations Contact:
John M. McCaffery
Executive Vice President – Chief Financial Officer
Phone: 631-537-1001; Ext. 7290
Email: jmccaffery@bnbbank.com
Dime Community Bancshares, Inc.
Investor Relations Contact:
Avinash Reddy
Senior Executive Vice President – Chief Financial Officer
Phone: 718-782-6200; Ext. 5909
Email: areddy@dime.com