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LAWRENCE
B. SEIDMAN
100
Misty Lane
Parsippany,
NJ 07054
(973)
952-0405
(973)
781-0876 fax
March
26,
2007
Ms.
Christina Chalk, Special Counsel
Office
of
Mergers and Acquisitions
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Re:
Center Bancorp, Inc.
PRRN 14A filed on March 14, 2007 by the Committee to
Preserve Shareholder Value
SEC File No. 0-11486
Dear
Ms.
Chalk:
I
am writing in response to your March
19, 2007 comment letter. The responses are numbered to correspond to the format
of your comment letter.
Comment:
1.
We
note the
recent filing (see Form 425 filed March 16, 2007) by Center Bancorp indicationg
that it has agreed to
acquire
Becon Trust
Company. Update your proxy statement to reflect this development.
That is, since you
advocate
the Company making
an "accretive acquisition," indicate whether the Beacon acquisition fits the
bill and
whether
you continue to
believe the company should see additional acquisition opportunities.
Response:
1. The
following has been added to paragraph 4 of the section, "Therefore a Vote
for the Committee Nominees is a
Vote
to Start the Process to
Accelerate the Share Repurchase Program, to Attempt to do an
Accretive
Acquisition,
and if not
Possible, Sell the Company for a Premium Price, Which is Opposed by the Present
Board
and
Management" on page
10:
"On
March 16, 2007, the Committee
announced a definitive merger agreement to acquire Beacon Trust
Company
("Beacon"),
a privately held
limited purpose trust company with $1.3 billion in managed assets based in
Madison,
New
Jersey, in
consideration for approximately $5.6 million in cash and an additional $4.7
million in the
Company's
stock,
for a total equity value of approximately $10.3 million. The Company has
not provided adquate
financial information
about Beacon for the Committee to make any determination as to the
appropriateness of
the transaction
and the consideration paid by the Company. Once the Company issues
appropriate detailed
financial
information,
the Committe will update its position."
Comment:
2.
Refer
to
comment 14 in our prior comment letter dated March 6, 2007. Expand the new
disclosure on page 9 of
the
revised proxy statement to fully
discuss the impact of the de-classification of the Board. Although you
state that
this
action would cause the
entire Board to be elected each you, you do not discuss the possible impact
on
the
ability
of a third party to seize
control of the Board in a single election, as we requested.
Response:
2.
The
following has been added to paragraph 1 of the section, "The Board of
Directors Should Be De-Classified"
on page
9:
"If the Board is de-classified,
this would permit a third party to seize control of the Board (subject to
regulatory
approval)
in a single
election, in contrast to a staggered Board which would require two separate
elections to gain a
majority
of the Board, and
three elections to remove the entire Board."
Comment:
3. Refer
to comment 20 in our prior comment letter dated March 6, 2007. We note the
letter from SNL Financial
provided
with your response. As
requested in our prior comment letter and required by Rule 14a-12(c)(ii)
of
Regulation 14A, please disclose in the proxy statement whether
the consent of SNL Financial was obtained.
Response:
3.
The
following notation has been made on page 7 where the first mention of "Source:
SNL Financial LC" appears:
"Source:
SNL
Financial LC*"
"*Mr.
Seidman has the
consent of SNL Financial LC to use the data contained herein."
In
addition, the
following has been added on page 5, as paragraph 7 of the "Background"
section: "On March 20, 2007, Mr. Seidman sent Mr. Davis a letter
commenting upon the Company's 10% staff reduction and requesting disclosure
as to whether seinor management, including Mr. Davis, are - or will be -
reducing their salaries to share the pain since the overstaffing occurred on
their watch. Mr. Seidman stated that if disclosure was not made
immediately about salary reductions for the senior team, he will assume none
has
been, or will be, instituted.
In
addition, the
Committee share ownership has been updated throughout the proxy.
Very
truly yours,
/s/
Lawrence B. Seidman
Lawrence
B. Seidman
LBS:jb