DEFA14A 1 fightletter042604.txt ADDTIONAL PROXY MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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)) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-12 BCB Bancorp, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [As appears in the Bayonne Community News and Bayonne Evening Star on April 28, 2004] ---------------------- -------------------- AN OPEN LETTER TO BAYONNE COMMUNITY BANK SHAREHOLDERS Dear Fellow Shareholders: We are writing to provide you with relevant information about your investment in BCB Bancorp, Inc. and Bayonne Community Bank and to ask for your support at our Annual Meeting of Shareholders on May 11, 2004. As you know a dissident group has commenced a hostile proxy contest to gain control of your Company's Board of Directors. We do not believe that the dissident's hand picked slate of nominee's represent the best long-term interest of all shareholders. Why do we oppose the dissident group...The answer is simple. Your board believes that the dissident committee only has a short-term strategy for your bank. WHY DO WE BELIEVE THIS? ...BECAUSE THEY SAID SO!! On December 9, 2003, Virginia Kemp, a dissident nominee, indicated through her attorney that she would submit a proposal to the company to "sell the bank". We have attached this letter for you to see who is telling the truth. WE DO NOT BELIEVE THAT THE DISSIDENT NOMINEES HAVE YOUR BEST INTEREST AT HEART, AS INDICATED BY MS. KEMP. WE BELIEVE THEY WILL PURSUE A SHORT TERM STRATEGY THAT WILL RESULT IN THE SALE OF BAYONNE COMMUNITY BANK. NOW THE DISSIDENTS ARE TWISTING REALITY! Mickey McCabe, the former chairman and a dissident director, asked FinPro, Inc. to analyze a merger with a specific financial institution. The dissident group refused to accept a board decision to continue as an independent company after FinPro, Inc.'s presentation. The dissident group sought to have ongoing discussions for the sale of Bayonne Community Bank. When the dissident group failed to get their way, Virginia Kemp's "sell the bank" letter arrived. The dissident directors refused to accept the decision of the Board to continue the successful implementation of your Company's Business Plan. NOW IS NOT THE TIME TO SELL Your board has considered the dissident group's strategy and the board, by more than a majority vote, concluded that now is not the time to sell the bank. Our nominees to the Board of Directors are committed to continuing the Company's business plan for the benefit of the Bayonne community and its shareholders. Our nominees are highly regarded local businessmen who understand the needs of our customers and community. We strongly urge you to reject the dissident nominees and vote for management's nominees. VOTE THE WHITE proxy card today. REALIZE THE LONG-TERM VALUE OF YOUR INVESTMENT Our management team and nominees for your Board of Directors are highly qualified to implement the Company's growth strategies and will continue to maximize shareholder value. Don't let the dissident committee disrupt our plan. WE BELIEVE THE CONTINUED SUCCESSFUL EXECUTION OF OUR BUSINESS PLAN WILL BENEFIT SHAREHOLDERS AND THE BAYONNE COMMUNITY. --- DO NOT SIGN OR RETURN THE GREEN PROXY CARD --------------------- PLEASE SIGN, DATE AND RETURN THE WHITE PROXY CARD. ------ ----- Thank you for your continued support. /s/ Mark D. Hogan /s/ Donald Mindiak ---------------------- ------------------------------- Mark D. Hogan Donald Mindiak Chairman of the Board President and Chief Executive Officer BCB BANCORP, INC. - GROWING WITH THE BAYONNE COMMUNITY. [Letterhead of Richard N. Campisano] December 9, 2003 Mr. Donald S. Cymbor, Secretary BCB Bancorp, Inc. 104-110 Avenue C Bayonne, New Jersey 07002 Re: The 2004 Annual Meeting of Shareholders for BCB Bancorp Dear Mr. Cymbor: As attorney for Virginia Boele Kemp, a registered shareholder of BCB Bancorp common stock, please accept this letter as your notification that my client intends to nominate an entire slate of dissident directors at BCB Bancorp's 2004 Annual Meeting. Ms. Kemp will also be submitting a "sell the bank" proposal for inclusion in your proxy statement that the bank will be mailing in connection with this same 2004 Annual Meeting. I would appreciate a return correspondence from you acknowledging that this letter constitutes "proper notification" pursuant to the BCB Bancorp, Inc. By-Laws and all appropriate rules, regulations and laws governing same. Should the bank's position be that this letter does not constitute "proper notice" regarding either of the aforementioned items, please notify me at once, with the bank's specific reason, so that I might satisfy that deficiency. Very truly yours, /s/ Richard N. Campisano Richard N. Campisano RNC/pcc cc: Ms. Janine J. Akey, Chief Examiner