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
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BCB Bancorp, Inc.
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May 8, 2004
BCB BANCORP, INC.'S SLATE --
COMMITTED TO BUILDING SHAREHOLDER VALUE
THIS ANNUAL MEETING IS CRITICAL FOR THE FUTURE OF YOUR INVESTMENT
Dear Fellow Shareholders:
Over the past few weeks, we have had the distinct pleasure of speaking with many
of you - hearing your thoughts, responding to your questions, and discussing
BCB's business plan and prospects for the future. With only days left before BCB
Bancorp, Inc.'s Annual Meeting of Shareholders, it is important that you act now
to protect the value of your investment. We urge you to reject the dissident's
hostile overtures by voting the white proxy card.
YOUR INVESTMENT IS STRONG
Your current management team is proud of the significant strides we have made in
the past -- and especially in the first quarter of this year, when we recorded
our MOST PROFITABLE QUARTER to date. The dissident group has not been able to
dispute the fact that we have been extraordinarily successful in building the
Bayonne Community Bank franchise.
OUR CORPORATE GOVERNANCE IS STRONG
The dissident group has written to you and misrepresented certain facts to make
you believe that the governance policies of your company are weak. On the
contrary, we believe that our governance practices are STRONG.
You be the judge. The following is an overview of how our company is governed:
o All of our directors are elected on an annual basis.
o We have split Chairman & CEO positions.
o All of our directors own shares of the company and have an invested
interest in seeing it succeed.
o 70% of our directors are independent.
o We DO NOT have a "shareholder rights" plan -- otherwise known as a "poison
pill."
o We have established nominating and audit committees.
o The heads of these committees are non-employee directors.
Given these practices, does this look like a company with poor corporate
governance? WE THINK NOT!!!
WE ARE SUSPICIOUS OF THE DISSIDENT GROUP'S MOTIVES
As we have previously shown, despite what has been said publicly, we believe
this group has every intention of selling this bank. DO NOT LET THE DISSIDENT
GROUP DESTROY OUR LONG-TERM POTENTIAL. We believe that nominating members of the
dissident group to the board of directors would divide, distract and disrupt the
Board and its efforts to grow the bank and maximize shareholder value.
In concluding, we would like to take this chance to thank not only our
management, but also our clients, employees, and especially investors, for your
continued support in growing Bayonne Community Bank. Please use the WHITE proxy
card to vote FOR the BCB Bancorp, Inc.'s slate of directors. This election is
critical for the future of your investment, and every vote is important. Please
let your vote count!
We look forward to continuing our dialogue with you in the future, and thank you
for your support.
Sincerely,
/s/ Mark D. Hogan /s/ Donald Mindiak
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Mark D. Hogan Donald Mindiak
Chairman of the Board President and Chief Executive Officer
BCB BANCORP, INC. -- GROWING WITH THE BAYONNE COMMUNITY