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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 19, 2019

STEWARDSHIP FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
1-33377
22-3351447
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation or organization)
File Number)
Identification No.)

630 Godwin Avenue, Midland Park, NJ 07432
(Address of principal executive offices) (Zip Code)

(201) 444-7100
(Registrant’s telephone number, including area code)

Not Applicable
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ X ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, no par value
SSFN
The Nasdaq Stock Market LLC


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. [ ]








Item 8.01
 
Other Events.

On June 7, 2019, Stewardship Financial Corporation (“Stewardship”), the parent company of Atlantic Stewardship Bank, and Columbia Financial, Inc. (“Columbia”), the parent company of Columbia Bank, a federally chartered savings bank, issued a joint press release announcing that Stewardship and Columbia had entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, the merger (the “Merger”) of Stewardship with Columbia. Pursuant to and subject to the terms of the Merger Agreement shareholders of Stewardship will receive $15.75 in cash for each share of Stewardship common stock held. The consummation of the Merger is subject to customary closing conditions, including, but not limited to, (i) receipt of the requisite approval of Stewardship’s shareholders, (ii) receipt of all required regulatory approvals and (iii) the absence of any law or order prohibiting the closing. In addition, each party’s obligation to consummate the Merger is subject to certain other customary conditions, including (i) the accuracy of the representations and warranties of the other party subject to certain materiality standards and (ii) compliance in all material respects by the other party with its covenants.

Beginning on August 19, 2019, Atlantic Stewardship Bank mailed a letter to customers, attached as Exhibit 99.3.

Item 9.01
 
Financial Statements and Other Exhibits.
 
 
 
 
 
(d)
 
Exhibits
 
 
 
 
 
 
 
 
 
Number
 
Description
 
 
 
 
 
 
 
 
Letter, dated August 2019, mailed by Atlantic Stewardship Bank to its Customers
_______________________________________

Forward-Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of Stewardship’s management and are subject to significant risks and uncertainties.
 
Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (i) governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger or otherwise; (ii) the shareholders of Stewardship may fail to approve the Merger; and (iii) changes in legislation,








regulations and policies may prohibit, restrict or delay the Merger. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Stewardship’s and Columbia’s reports (such as the Annual Report 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 at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Stewardship and Columbia or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Stewardship and Columbia do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.    

Additional Information about the Proposed Merger and Where to Find It
 
In connection with the proposed Merger, Stewardship will file a proxy statement with the SEC. Columbia will also file relevant materials in connection with its proposed acquisition of Stewardship. Shareholders of Stewardship are urged to read the proxy statement and other relevant documents and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction.  A free copy of the proxy statement, as well as other filings containing information about Stewardship and Columbia, when they become available, may be obtained at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement may also be obtained, free of charge, from Stewardship’s website at www.asbnow.bank under the “Investor Relations” tab or by directing a request to the Secretary of Stewardship at 630 Godwin Avenue, Midland Park, New Jersey 07432-1405.
 
Certain Information Regarding Participants
 
Stewardship and Columbia and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies of Stewardship shareholders in connection with the proposed Merger. You can find information about Stewardship’s and Columbia’s executive officers and directors in the materials filed by Stewardship and Columbia with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the proxy statement filed by Stewardship with the SEC on April 3, 2019, the proxy statement of Columbia filed with the SEC on April 22, 2019 and other relevant documents regarding the proposed Merger to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.








SIGNATURE

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 thereunto duly authorized.

 
STEWARDSHIP FINANCIAL CORPORATION
 
 
 
 
Date:  August 20, 2019
 
 
 
 
 
 
 
 
By:
 /s/ Claire M. Chadwick
 
 
Name:
Claire M. Chadwick
 
 
Title:
Executive Vice President and
Chief Financial Officer








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Section 2: EX-99.3 (EXHIBIT 99.3)

a10mergerlettertoasbcust
August 2019 Dear Valued Customer, On June 7, 2019, we announced the signing of a definitive merger agreement between Columbia Financial, Inc. / Columbia Bank and Stewardship Financial Corporation / Atlantic Stewardship Bank. Among other things, various regulatory approvals and the approval of our shareholders are conditions to be met in order for the merger to move forward. Assuming satisfaction of these conditions, the merger is expected to be completed in the fourth quarter of 2019. We are excited about the future as well as the opportunities that this merger presents to our customers through an expanded network of branches, ATMs and lending capabilities. Columbia has a history of delivering quality, competitive financial services and a positive customer experience, much like Atlantic Stewardship Bank has provided over the years. As for our community partners, Columbia Financial admires the philanthropic support that we have provided through our Tithing Program. So much so, that the Columbia Bank Foundation, one of the largest private charitable foundations in New Jersey, will consider a proposal to amend the By-Laws of the Columbia Bank Foundation to enable charitable giving to our main tithe recipients. In order to strengthen this commitment, Columbia Bank will recommend that one of the members of Atlantic Stewardship Bank’s Board of Directors join the Columbia Bank Foundation and has also asked the undersigned to serve on the Columbia Bank Board of Directors. At this time, we would like to communicate preliminary details regarding how the news of the merger may affect our customers as well as future particulars. Until the merger is completed, Atlantic Stewardship Bank and Columbia Bank remain separate banks and will continue with “business as usual.” All banking activities for Atlantic Stewardship Bank customers will remain the same. Currently, Atlantic Stewardship Bank customers will not need new checks, debit cards or credit cards. Upon the completion of the merger, Atlantic Stewardship Bank customers will become the customers of Columbia Bank and Atlantic Stewardship Bank will become known as Columbia Bank. It is anticipated that in early 2020 there will be a conversion process of all systems. Until that time, customers will need to continue to bank at the branches of Atlantic Stewardship Bank. Please be advised that customers will be notified of all relevant changes to them by Columbia Bank. With that being said, Columbia Financial, Inc. / Columbia Bank have a history of delivering quality, competitive financial services and a positive customer experience along with making a difference in the communities we serve. These shared philosophies make the blending of our


 
two companies the faithful evolution for Atlantic Stewardship Bank, our customers and other constituencies. I want to take this opportunity to thank you for your loyalty and for putting your trust in us during this time. Now more than ever, we are committed to serving both you and our communities. I encourage you to learn more about Columbia Bank by visiting columbiabankonline.com. Sincerely, Paul Van Ostenbridge President and Chief Executive Officer Additional Information about the Proposed Merger and Where to Find It In connection with the proposed merger, Stewardship Financial Corporation will file a definitive proxy statement with the SEC. Columbia Financial will also file relevant materials in connection with the proposed merger. Shareholders of Stewardship Financial CorporationCorporation aarere urged to carefully read the proxy statementstatement and other relevant documents and ananyy amendments or supplementssupplements to those documents when they become availableavailable because they will contain important information which should be considered before making any decision regarding the transactiontransaction. A free copy of the proxy statement, as well as other filings containing information about Stewardship and Columbia, when they become available, may be obtained at the SEC’s Internet site (http://www.sec.gov ). Copies of the proxy statement may also be obtained, free of charge, from Stewardship Financial Corporation’s website at www.asbnow.bank under the “Investor Relations” tab or by directing a request to the Secretary of Stewardship at 630 Godwin Avenue, Midland Park, New Jersey 07432-1405. The content of the websites referenced are not deemed to be incorporated by reference into the proxy statement. Certain Information Regarding Participants Stewardship Financial Corporation and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies of Stewardship Financial Corporation shareholders in connection with the proposed merger. You can find information about Stewardship Financial Corporation’s executive officers and directors in the materials filed by the company with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the proxy statement filed by Stewardship Financial Corporation with the SEC on April 3, 2019 and other relevant documents regarding the proposed merger to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.


 
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