UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[ ] Soliciting Material pursuant to ss.240.14a-12
ROMA FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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April 16, 2007
Dear Fellow Stockholder:
On April 25th, we will hold Roma Financial Corporation's first Annual Meeting of
Stockholders. The meeting date coincides with the scheduled payment date of the
initial dividend of $0.06 per share declared by the Board of Directors on April
5th to holders of record on April 18th.
We previously mailed to you our 2006 Annual Report to Stockholders, together
with information about the Annual Meeting and a WHITE proxy card. If you have
not already done so, we urge you to vote and return the WHITE proxy card.
Approximately one week after we mailed these materials, we became aware of a
plan by one of our stockholders, Mr. Joseph Stilwell, who is a recognized
activist investor, to wage a campaign against our nominees for the Board of
Directors. You may have received materials in the mail from Mr. Stilwell.
Initially, we did not want management's attention diverted or incur unnecessary
expenses by responding. However, following a letter filed with the Securities
and Exchange Commission (SEC) by Mr. Stilwell dated April 9th, containing
inaccurate, misleading and personally denigrating comments, we feel obliged to
comment.
In his letter, Mr. Stilwell asserts that action implementing a dividend policy
was in response to his filing to hold a proxy contest. In fact, steps were under
way to lay the foundation for the declaration of an initial dividend well before
Mr. Stilwell's proxy filing and letter. In order to avoid a double taxation of
dividends at the mutual holding company level, the Office of Thrift Supervision
(OTS) must consent to a waiver of receipt of dividends by the mutual holding
company before formal action to declare a dividend to public stockholders can
occur. In fact, the Company submitted a waiver request letter on March 19th,
more than a week before Mr. Stilwell filed his preliminary proxy statement with
the SEC in which he alleged "the Company failed to implement a capital
allocation plan".
In our previous conversations with Mr. Stilwell, we informed him the Board of
Directors would judiciously evaluate any and all prudent capital deployment
plans. We did not, and could not, discuss particulars with him because it is not
permissible to share such confidential information solely with an individual
stockholder.
Page Two
April 16, 2007
Indeed, after our first meeting, Mr. Stilwell sought to become privy to
otherwise non-public information and plans of the Company and asked management
to consider entering into a "confidentiality agreement" with him to provide him
confidential, non-public information.
We do not believe it is proper to provide an individual stockholder information
not otherwise available to public stockholders and depositor members of the
Mutual Holding Company, notwithstanding an agreement to hold such information in
confidence. Additionally, we were advised by Counsel that providing confidential
non-public information to Mr. Stilwell would be contrary to public stockholder
interests and SEC and OTS regulations.
Management and the Board have begun and will continue to implement plans to
deploy the capital raised in the public offering. We recognize that dividends
are important to stockholders and have responded accordingly. We would like to
point out that of the twelve mutual holding companies that completed IPO's
during 2006, only two have declared dividends so far. Less than half of the
forty-seven mutual holding companies which completed IPO's during the past three
years have paid any dividends; and the average amount of the initial dividend
was $0.05 per share.
Mr. Stilwell has criticized the Company's management and Board of Directors
without cause. We believe Roma is on the right path and every single one of our
directors and senior officers is committed to enhancing shareholder value. We
are proud of our accomplishments and that Roma Bank is recognized as an
outstanding community bank, one that is focused on its customers, employees,
community and its new constituency of shareholders. With your anticipated
support and encouragement we will concentrate on continuing to add value and
prestige to our Company.
Please return your WHITE proxy card and let us get back to business.
Very truly yours,
/s/ Peter A. Inverso /s/ Maurice T. Perilli
Peter A. Inverso Maurice T. Perilli
President & CEO Chairman
The following supplements the Proxy Statement of Roma Financial Corporation (the
"Company"), dated March 20, 2007.
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PARTICIPANTS IN THE SOLICITATION
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Under the proxy rules of the Securities and Exchange Commission, each of
the Company's directors may be deemed to be a "participant" in the Company's
solicitation of proxies. Information about the principal occupations of these
individuals is set forth in the Proxy Statement under the caption "Information
with Respect to the Company's Nominees for Directors and Directors Continuing in
Office - Biographical Information." Information about the ownership of the
Common Stock by each participant is set forth in the table herein under the
caption "Proposal I - Election of Directors." Other than 3,357 shares acquired
by Michele Siekerka on March 14, 2007 for $14.8796 per share, all such shares
were acquired on July 12, 2006 for $10.00 per share in the Company's minority
stock offering. Information about transactions between the Company and its
directors is set forth herein under the caption "Certain Relationships and
Related Transactions and Director Independence." For the purpose of this proxy
statement, the business address of each participant is 2300 Route 33,
Robbinsville, New Jersey 08691. Except as set forth in the Proxy Statement, no
participant is now, or within the past year has been, a party to any contract,
arrangement or understanding with any person with respect to any securities of
the Company (including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies). Except
as described in the Proxy Statement, no participant and no associate of any
participant has any interest in the matters to be voted upon at the Meeting,
other than an interest, if any, as a stockholder of the Company or as an officer
or director of the Company.
Except as described in the Proxy Statement, neither any participant nor any
associate of any participant: (1) has engaged in or has a direct or indirect
interest in any transaction or series of transactions since the beginning of the
Company's last fiscal year, or in any currently proposed transaction, to which
the Company or any of its subsidiaries is a party where the amount involved was
in excess of $120,000; (2) has been indebted to the Company or any of its
subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding
any securities of the Company, or is presently, or has been within the past
year, a party to any contract, arrangement or understanding with any person with
respect to either any securities of the Company, any future employment by the
Company or its affiliates, or any further transaction to which the Company or
any of its affiliates will or may be a party; or (4) is the beneficial or record
owner of any securities of the Company or any parent or subsidiary thereof.