UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For the fiscal year ended December 31,
2009.
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For the transition period from ____ to
____.
Commission
file number 0-49925
_____________________________
A. Full
title of the plan and the address of the plan, if
different
from that of the issuer named below:
Central
Jersey Bank, N.A.
Employees’
Savings & Profit Sharing Plan and Trust
_____________________________
B. Name
of issuer of the securities held pursuant to
the plan
and the address of its principal executive office:
Central
Jersey Bancorp
1903
Highway 35
Oakhurst,
New Jersey 07755
INDEX
TO FINANCIAL STATEMENTS
CENTRAL
JERSEY BANK, N.A. EMPLOYEES’ SAVINGS
&
PROFIT SHARING PLAN AND TRUST
Financial
Statements
December
31, 2009 and 2008
|
Page
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
1
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
Statements
of Net Assets Available for Plan Benefits December 31, 2009 and
2008
|
2
|
|
|
Statements
of Changes in Net Assets Available for Plan Benefits Years Ended December
31, 2009 and 2008
|
3
|
|
|
Notes
to Financial Statements
|
4
|
|
|
SUPPLEMENTAL
SCHEDULE
|
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) As of December 31,
2009
|
Schedule
1
|
|
|
Report
of Independent Registered Public Accounting Firm
To the Participants and Administrator
of the
Central Jersey Bank, N.A. Employees’ Savings & Profit Sharing
Plan and Trust
We have
audited the accompanying statements of net assets available for benefits of the
Central Jersey Bank, N.A. Employees’ Savings & Profit Sharing Plan and Trust
(the “Plan”) as of December 31, 2009 and 2008, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2009 and 2008, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental information is the responsibility of the Plan's
management. This supplemental information has been subjected to the auditing
procedures applied in the audits of the basic financial statements, and in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/
ParenteBeard LLC
ParenteBeard
LLC
Malvern,
Pennsylvania
June 25,
2010
CENTRAL
JERSEY BANK, N.A.
|
|
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
|
|
Statements
of Net Assets Available for Plan Benefits
|
|
December
31, 2009 and 2008
|
|
Investments:
|
|
2009
|
|
|
2008
|
|
Investments,
at fair value
|
|
$
|
2,242,780
|
|
|
$
|
1,663,299
|
|
Investments
in Central Jersey Bancorp common stock, at fair
value
|
|
|
386,307
|
|
|
|
745,176
|
|
Participant
loans
|
|
|
129,602
|
|
|
|
122,666
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
2,758,689
|
|
|
|
2,531,141
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Accrued
income
|
|
|
--
|
|
|
|
16
|
|
|
|
|
--
|
|
|
|
16
|
|
Payables:
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
--
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for plan benefits at fair value
|
|
|
2,758,689
|
|
|
|
2,530,657
|
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
(9,848
|
)
|
|
|
2,718
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for plan benefits
|
|
$
|
2,748,841
|
|
|
$
|
2,533,375
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
CENTRAL
JERSEY BANK, N.A.
|
|
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
|
|
Statements
of Changes in Net Assets Available for Plan Benefits
|
|
Years
ended December 31, 2009 and 2008
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Contributions:
|
|
|
|
|
|
|
Employer
|
|
$
|
174,803
|
|
|
$
|
167,307
|
|
Participant
|
|
|
304,656
|
|
|
|
297,303
|
|
Participant
rollovers
|
|
|
118,520
|
|
|
|
173,654
|
|
Total
contributions
|
|
|
597,979
|
|
|
|
638,264
|
|
Investment
loss:
|
|
|
|
|
|
|
|
|
Interest
and dividend income
|
|
|
13,216
|
|
|
|
7,552
|
|
Net
realized gains (losses) on sales of investments
|
|
|
173,900
|
|
|
|
(19,514
|
)
|
Net
depreciation of investments
|
|
|
(375,893
|
)
|
|
|
(413,613
|
)
|
Total
investment loss
|
|
|
(188,777
|
)
|
|
|
(425,575
|
)
|
|
|
|
|
|
|
|
|
|
Contributions
and investment loss, net
|
|
|
409,202
|
|
|
|
212,689
|
|
Deductions:
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
18,069
|
|
|
|
22,817
|
|
Payments
to participants
|
|
|
175,667
|
|
|
|
121,001
|
|
Net
change in assets available for plan benefits
|
|
|
215,466
|
|
|
|
68,871
|
|
Net
assets available for plan benefits, beginning of year
|
|
|
2,533,375
|
|
|
|
2,464,504
|
|
Net
assets available for plan benefits, end of year
|
|
$
|
2,748,841
|
|
|
$
|
2,533,375
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
The
following description of the Central Jersey Bank, N.A. Employees’ Savings &
Profit Sharing Plan and Trust (the “Plan”) provides only general
information. Participants should refer to the Plan documents for a
more complete description of the Plan’s provisions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
The Plan
was established as of January 1, 2000 as a defined contribution plan.
Generally, an employee becomes eligible to participate in the Plan on the first
day of the month which follows three months of continuous service at Central
Jersey Bank, N.A. (the “Bank”) by the employee. Eligible employees
will automatically become a participant in the Plan on the first day of the
month coinciding with or following the date on which the eligibility
requirements are met.
|
(b)
|
Employee
Contributions
|
|
An
eligible employee may elect to have a percentage of compensation
contributed to the Plan on a pre-tax salary reduction basis. New employees
will be automatically enrolled in the Plan at a deferral rate of 3%,
unless the employee elects not to participate. Participants may
elect to defer between 1% and 75% of his or her compensation under a
Salary Reduction Agreement to the Plan. Additionally, participants may
allocate their contributions to 21 different investment funds, including a
fund comprised of shares of common stock of Central Jersey Bancorp. If an
employee does not choose an investment election, the Bank has selected the
Target Retirement Fund as a default option. The contribution
amount is limited by the Internal Revenue Code of 1986, as amended (the
“Code”), on a pretax basis to $16,500 in 2009. In addition, certain
eligible participants can make “catch-up” contributions if the maximum
amount of regular contributions are made and the participant is age 50 or
older, thereby increasing the total elective deferrals to $22,000 for
2009.
|
|
(c)
|
Employer
Contributions
|
With the
adoption of the Safe Harbor Amendment, effective January 1, 2007, the Bank will
make a safe harbor basic matching contribution to the Plan on behalf of each
participant in the amount of 100% of the participant’s 401(k) deferrals that do
not exceed 3% of the participant’s salary plus 50% of the participant’s
deferrals that exceed 3% of the participant’s salary but that do not exceed 5%
of the participant’s salary.
With the
adoption of the Safe Harbor Amendment, effective January 1, 2007, the Plan
amended the vesting schedule to reflect 100% vesting for all of the Plan’s
participants effective January 1, 2007.
Participants
may borrow from the vested portion of their accounts. The loan must
be no less than $1,000 and no more than $50,000. Participants may not
borrow more than 50% of the balance in their accounts. Any loan made must
generally be repaid within a period not to exceed five years. The
term of the loan may exceed five years for the purchase of a primary residence;
however, it may not exceed 15 years. Loan interest rates are
determined at the time of the loan and remain in effect for the term of the
loan. Principal and interest are paid according to the participant
amortization schedule through bi-weekly payroll deductions.
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
|
(f)
|
Participants’
Accounts
|
Individual
accounts are maintained for the Plan participants. Each participant’s account is
credited with the participant’s contribution and the Bank’s matching
contribution on behalf of that participant. Allocations of Plan earnings or
losses are based on the participant’s earnings or account balances, as defined.
The benefit to which each participant is entitled is the benefit that can be
provided from the participant’s account balance.
Participants
have the option to invest in a self-directed brokerage account established under
the Plan. Assets may be transferred from the participant’s
Plan accounts to the self-directed brokerage account. However, a
minimum of $1,000 is required to establish a self-directed brokerage account and
such account may not hold more than 25% of the participant’s aggregate account
balances under the Plan.
|
(g)
|
Benefit
Payments/Withdrawals
|
Upon
retirement, death, disability or termination of employment, participants or
their designated beneficiaries may elect to receive their account balance in a
lump-sum, partial lump-sum or installment payments.
During
employment, participants may request an in-service withdrawal under certain
circumstances. Rollover contributions and earnings thereon may be
requested for distribution at any time. In-service withdrawals of
employer contributions may be requested according to the Plan’s
provisions. Additionally, participants may request an in-service
withdrawal of pre-tax elective deferrals upon attainment of age 59½ or for a
Plan defined hardship withdrawal reason. In the event of hardship, the
distribution cannot exceed the amount required to relieve the hardship.
Such withdrawals are subject to approval by the Plan administrator along with
payment of applicable taxes.
There
were no forfeited non-vested accounts at December 31, 2009 or
2008. In accordance with the Plan, if such accounts were present they
would be used to reduce future employer contributions.
(2)
|
Summary
of Significant Accounting Policies
|
|
(a)
|
Basis
of Presentation
|
The
financial statements of the Plan have been prepared on the accrual basis of
accounting.
Investment
contracts held by a defined contribution plan are required to be reported at
fair value. However, contract value is the relevant measurement attribute for
that portion of the net assets available for benefits of a defined contribution
plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the defined contribution plan. The
statement of net assets available for benefits presents the fair value of the
investment contracts as well as the adjustment of the fully benefit-responsive
investment contract from fair value to contract value. The statement of changes
in net assets available for benefits is prepared on a contract value
basis.
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
|
(b)
|
Funds
and Accounts Managed by State Street Global
Advisors
|
State
Street Global Advisors (“State Street”) held the Plan’s investment assets and
executed transactions therein as determined by each of the Plan’s
participants. The investments in the funds were reported to the Bank
by State Street as having been determined through the use of current values for
all assets.
In
preparing the Plan’s financial statements, estimates and assumptions have been
made relating to the reporting of assets and liabilities and changes therein,
and the disclosure of contingent assets and liabilities, so that the financials
statements are in conformity with U.S. generally accepted accounting principles
(“GAAP”). Significant estimates include determination of the fair value of
investments. Actual results could differ from those estimates.
|
(d)
|
Concentration
of Risk
|
The
assets of the Plan are primarily financial instruments, which are monetary in
nature. As a result, interest rates have a more significant impact on
the Plan’s performance than do the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services as measured by the consumer price
index. Investment securities, in general, are exposed to various risks such as
interest rate, credit, and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible that
changes in values of the investment securities will occur in the near term and
that such changes could materially affect the amounts reported in the financial
statements.
Investments
are reported at fair value. Fair value is the price that would be received in
the sale of an asset or paid in the transfer of a liability in an orderly
transaction between market participants at the measurement date. See Note 7 for
a discussion of fair value measurements.
Interest
income is recorded as earned on the accrual basis. Dividend income is recorded
on the ex-dividend date.
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
Certain
costs of administrative services rendered on behalf of the Plan were paid by the
Bank.
Although
it has not expressed any intention to do so, the Bank has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of the termination of the Plan,
no further allocations shall be made, and no eligible employee shall become a
participant after the date of termination.
The
Internal Revenue Service issued its latest determination letter on March 31,
2008 to the Plan, which states that the Plan and its underlying trust qualify
under the applicable provisions of the Code and, therefore, are exempt from
federal income taxes.
Except as
noted below, the fair values of individual investments that represent 5% or more
of the Plan’s total assets at December 31, 2009 and 2008 are as
follows:
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
State
Street Global Advisors Stable Value Fund
|
|
$
|
604,424
|
|
|
$
|
315,100
|
|
Central
Jersey Bancorp, investment in common stock
|
|
|
386,307
|
|
|
|
745,176
|
|
State
Street Global Advisors Short Term Investment Fund
|
|
|
300,735
|
|
|
|
--
|
**
|
State
Street Global Advisors Moderate Strategic Balanced Securities Lending
Fund
|
|
|
209,044
|
|
|
|
170,095
|
|
State
Street Global Advisors Conservative Strategic Balanced Securities Lending
Fund
|
|
|
186,814
|
|
|
|
173,504
|
|
State
Street Global Advisors S&P 500 Flagship Securities Lending
Fund
|
|
|
148,159
|
|
|
|
78,325
|
**
|
State
Street Global Advisors Long Treasury Index Fund
|
|
|
--
|
*
|
|
|
250,820
|
|
State
Street Global Advisors Company Government Money Market
Account
|
|
|
--
|
*
|
|
|
215,372
|
|
* Value
represents less than 5% of the Plan’s total assets at December 31,
2009.
**
Value represents less than 5%
of the Plan’s total assets at December 31, 2008.
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
For the
years ended December 31, 2009 and 2008, the Plan’s net depreciation of
investments is as follows:
|
|
|
|
|
|
|
Common
collective trusts
|
|
$
|
(279,681
|
)
|
|
$
|
(270,344
|
)
|
Investment
in Central Jersey Bancorp common stock
|
|
|
(
96,212
|
)
|
|
|
(143,269
|
)
|
Net depreciation of
investments
|
|
$
|
(
375,893
|
)
|
|
$
|
(
413,613
|
)
|
(7)
|
Fair
Value Measurements
|
The Plan
measures its investments at fair value on a recurring basis in accordance with
GAAP.
Fair
value is defined as the price that would be received in the sale of an asset or
the price that would be paid in the transfer of a liability in an orderly
transaction between market participants at the measurement date. The framework
that the authoritative guidance establishes for measuring fair value includes a
hierarchy used to classify the inputs used in measuring fair value. The
hierarchy prioritizes the inputs used in determining valuations into three
levels. The level in the fair value hierarchy within which the fair value
measurement falls is determined based on the lowest level input that is
significant to the fair value measurement. The levels of the fair value
hierarchy are as follows:
Basis of Fair Value
Measurement
Level I
|
|
Unadjusted
quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities;
|
|
|
Level
II
|
|
Quoted
prices in markets that are not active, or inputs that are observable
either directly or indirectly, for substantially the full term of the
asset or liability; and
|
|
|
Level
III
|
|
Prices
or valuation techniques that require inputs that are both significant to
the fair value measurement and unobservable (i.e., supported by little or
no market activity).
|
A
description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the
valuation hierarchy, is set forth below. These valuation
methodologies were applied to all of the Plan’s financial assets and financial
liabilities carried at fair value, commencing January 1, 2008.
In
general, fair value is based upon quoted market prices, where
available. If such quoted market prices are not available, fair value
is based upon internally developed models that primarily use, as inputs,
observable market-based parameters. Valuation adjustments may be made
to ensure that financial instruments are recorded at fair
value. These adjustments may include amounts to reflect counterparty
credit quality, as well as unobservable parameters. Any such
valuation adjustments are applied consistently over time.
Common stocks
: Valued at the
closing price reported on the active market on which the individual identical
securities are traded.
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
Common collective trust
funds:
These investments are valued based upon the unit values of such
collective trust funds held by the Plan at year end. Unit values are based on
the fair value of the underlying assets of the fund derived from inputs
principally from or corroborated by observable market data by correlation or
other means
Stable value
fund
: The methodology of determining the fair value of
the underlying assets, which are deemed fully benefit-responsive investment
contracts, is dependent on the type of underlying assets and includes using
unadjusted quoted prices in active markets for identical assets, market values
provided by third party vendors, and matrix pricing provided by third party
vendors.
Participant
loans:
These loans are not actively traded and significant
other observable inputs are not available. Thus, participant loans are recorded
at amortized cost which approximates fair value based on unobservable inputs
using valuation methodologies to determine fair value to include discounted cash
flows and other similar techniques.
The
methods described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values.
Furthermore, while the Plan believes its valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
The
following tables sets forth by level, within the fair value hierarchy, the
Plan’s assets at fair value as of December 31, 2009 and 2008:
|
|
December
31, 2009
|
|
|
|
Level
I
|
|
|
Level
II
|
|
|
Level
III
|
|
|
Total
fair value
|
|
Common
collective trusts
|
|
$
|
--
|
|
|
$
|
1,638,356
|
|
|
$
|
--
|
|
|
$
|
1,638,356
|
|
Stable
value fund
|
|
|
--
|
|
|
|
604,424
|
|
|
|
--
|
|
|
|
604,424
|
|
Common
stocks
|
|
|
386,307
|
|
|
|
--
|
|
|
|
--
|
|
|
|
386,307
|
|
Participant
loans
|
|
|
--
|
|
|
|
--
|
|
|
|
129,602
|
|
|
|
129,602
|
|
Total
assets at fair value
|
|
$
|
386,307
|
|
|
$
|
2,242,780
|
|
|
$
|
129,602
|
|
|
$
|
2,758,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CENTRAL
JERSEY BANK, N.A.
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN AND TRUST
Notes
to Financial Statements
December
31, 2009 and 2008
The
common collective trusts fair value hierarchy as of December 31, 2008 has been
changed to a Level II measurement based on management’s reassessment of the
inputs used in determining fair value.
|
|
December
31, 2008
|
|
|
|
Level
I
|
|
|
Level
II
|
|
|
Level
III
|
|
|
Total
fair value
|
|
Common
collective trusts
|
|
$
|
--
|
|
|
$
|
1,348,200
|
|
|
$
|
--
|
|
|
$
|
1,348,200
|
|
Common
stocks
|
|
|
745,176
|
|
|
|
--
|
|
|
|
--
|
|
|
|
745,176
|
|
Stable
value fund
|
|
|
--
|
|
|
|
315,099
|
|
|
|
--
|
|
|
|
315,099
|
|
Participant
loans
|
|
|
--
|
|
|
|
--
|
|
|
|
122,666
|
|
|
|
122,666
|
|
Total
assets at fair value
|
|
$
|
745,176
|
|
|
$
|
1,663,299
|
|
|
$
|
122,666
|
|
|
$
|
2,531,141
|
|
The
following table sets forth a summary of changes in the fair value of the Plan’s
Level III assets for the years ended December 31, 2009 and 2008:
|
|
Year
Ended
December 31,
2009
|
|
|
Year
Ended
December 31,
2008
|
|
Participant
loans:
|
|
|
|
|
|
|
Balance,
beginning of year
|
|
$
|
122,666
|
|
|
$
|
48,243
|
|
Purchase,
sales issuances and settlements (net)
|
|
|
6,936
|
|
|
|
74,423
|
|
Balance,
end of year
|
|
$
|
129,602
|
|
|
$
|
122,666
|
|
The
Plan’s assets are administered by Reliance Trust Company, the Trustee, and held
by State Street Bank Global Advisors, the Custodian. Contributions
are held and managed by the Trustee, who invests cash received and investment
income, and makes distributions. The Plan also issues loans to
participants which are secured by participant account balances. As a
result, the transactions with these parties qualify as party-in-interest
transactions. Fees for the investment management services are paid by the Plan
sponsor. Certain administrative functions of the Plan are performed
by employees of the Bank. No such employee receives compensation from
the Plan.
(9)
|
Reconciliation
of Financial Statements to Form
5500
|
The
following is a reconciliation of net assets available for plan benefits per the
financial statements at December 31, 2009 and 2008 to the
Form 5500:
|
|
|
|
|
|
|
Net
assets available for Plan benefits per the financial
statements
|
|
$
|
2,748,841
|
|
|
$
|
2,533,375
|
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
9,848
|
|
|
|
(2,718
|
)
|
Net
assets available for Plan benefits per the Form 5500
|
|
$
|
2,758,689
|
|
|
$
|
2,530,657
|
|
On May
25, 2010, the Bank and its parent corporation, Central Jersey Bancorp (“Central
Jersey”), and Kearny Financial Corp. (“Kearny”) and its wholly owned subsidiary,
Kearny Federal Savings Bank (“Kearny Bank”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”) pursuant to which Central Jersey will merge
with a to-be-formed subsidiary of Kearny and thereby become a wholly owned
subsidiary of Kearny (the “Merger”). Immediately thereafter, the Bank
will merge with and into Kearny Bank. The Bank will operate as a
division of Kearny Bank for at least 18 months after the closing of the
Merger.
Under the
terms of the Merger Agreement, the shareholders of Central Jersey will receive
$7.50 in cash for each share of Central Jersey common stock held. The
Merger Agreement also provides that all options to purchase Central Jersey
common stock which are outstanding and unexercised immediately prior to the
closing of the Merger under Central Jersey’s various stock option plans will be
cancelled in exchange for a cash payment equal to the positive difference
between $7.50 and the exercise price. The effects of the proposed
Merger on the Plan have not yet been determined.
SCHEDULE
1
CENTRAL
JERSEY BANK, N.A.
|
|
EMPLOYEE
SAVINGS & PROFIT SHARING PLAN AND TRUST
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
|
December
31, 2009
|
|
Identity
of Issuer
|
Description
of Investment
|
|
Cost
|
|
|
Current fair
value
|
|
|
|
|
|
|
|
|
|
State
Street Bank Global Advisors*
|
Short
Term Investment Fund
|
|
|
300,735
|
|
|
|
300,735
|
|
State
Street Bank Global Advisors*
|
Moderate
Strategic Balanced Securities Lending Fund
|
|
|
187,224
|
|
|
|
209,044
|
|
State
Street Bank Global Advisors*
|
Conservative
Strategic Balanced Securities Lending Fund
|
|
|
160,119
|
|
|
|
186,814
|
|
State
Street Bank Global Advisors*
|
S&P
500 Flagship Securities Lending Series Fund
|
|
|
143,449
|
|
|
|
148,159
|
|
State
Street Bank Global Advisors*
|
S&P
Value Index Securities Lending Fund
|
|
|
125,414
|
|
|
|
118,944
|
|
State
Street Bank Global Advisors*
|
S&P
Midcap Index Securities Lending Series Fund
|
|
|
110,523
|
|
|
|
117,344
|
|
State
Street Bank Global Advisors*
|
S&P
Growth Index Securities Lending Fund
|
|
|
89,787
|
|
|
|
96,295
|
|
State
Street Bank Global Advisors*
|
NASDAQ
100 Index Non-Lending Series Fund
|
|
|
76,294
|
|
|
|
91,085
|
|
State
Street Bank Global Advisors*
|
Long
Treasury Index Fund
|
|
|
57,151
|
|
|
|
63,726
|
|
State
Street Bank Global Advisors*
|
Daily
EAFE Index Securities Lending Series Fund
|
|
|
50,815
|
|
|
|
52,051
|
|
State
Street Bank Global Advisors*
|
Russell
2000 Index Securities Lending Series Fund
|
|
|
51,478
|
|
|
|
51,286
|
|
State
Street Bank Global Advisors*
|
Target
Retirement 2035 Fund
|
|
|
54,013
|
|
|
|
49,977
|
|
State
Street Bank Global Advisors*
|
Aggressive
Strategic Balanced Securities Lending Fund
|
|
|
36,945
|
|
|
|
37,635
|
|
State
Street Bank Global Advisors*
|
Target
Retirement 2025 Fund
|
|
|
29,495
|
|
|
|
31,380
|
|
|
Schwab
Window
|
|
|
20,490
|
|
|
|
20,490
|
|
State
Street Bank Global Advisors*
|
REIT
Index Non-Lending Securities Fund
|
|
|
21,643
|
|
|
|
19,543
|
|
State
Street Bank Global Advisors*
|
Passive
Bond Market Index Securities Lending Series
Fund
|
|
|
18,473
|
|
|
|
19,183
|
|
State
Street Bank Global Advisors*
|
Government
Short Term Investment
Fund
|
|
|
11,971
|
|
|
|
11,971
|
|
State
Street Bank Global Advisors*
|
Target
Retirement 2045 Fund
|
|
|
8,856
|
|
|
|
10,396
|
|
State
Street Bank Global Advisors*
|
Securities
Lending Fund
|
|
|
2,092
|
|
|
|
2,298
|
|
|
Total
mutual funds
|
|
|
|
|
|
|
1,638,356
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable
Value Fund
|
|
|
|
|
|
|
604,424
|
|
|
*Central
Jersey Bancorp, investment in
common
stock
|
|
|
|
|
|
|
386,307
|
|
|
*Participant
loans (a)
|
|
|
|
|
|
|
129,602
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other investments
|
|
|
|
|
|
|
1,120,333
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
|
|
|
$
|
2,758,689
|
|
|
|
|
|
|
|
|
|
|
|
* A
party-in-interest as defined by ERISA
|
|
|
|
|
|
|
|
|
(a)
As of December 31, 2009, the interest rates on these loans ranged from
4.25% to 9.25%.
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying report of independent registered public accounting
firm.
|
|
|
|
|
|
SIGNATURES
The Plan
. Pursuant
to the requirements of the Securities and Exchange Act of 1934, the trustees (or
other person who administers the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
CENTRAL
JERSEY BANK, N.A.
|
|
EMPLOYEES’
SAVINGS & PROFIT
|
|
SHARING
PLAN AND TRUST
|
|
|
|
|
|
|
|
|
|
Date: June
25, 2010
|
By:
|
/s/ Gail M. Corrigan
|
|
|
Gail
M. Corrigan
|
|
|
Plan
Administrator
|
EXHIBIT
INDEX
Exhibit Number
|
Description
|
|
|
|
|
23
|
Consent
of Independent Registered Public Accounting Firm.
|
|
Central Jersey Bancorp (NASDAQ:CJBK)
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