Seidman Investment Partnership, L.p. Agreement

Exhibit A


CONFIDENTIAL - NOT TO BE REPRODUCED OR CIRCULATED


SEIDMAN INVESTMENT PARTNERSHIP, L.P.


A NEW JERSEY LIMITED PARTNERSHIP


PRIVATE PLACEMENT MEMORANDUM


LIMITED PARTNERSHIP INTEREST


JANUARY 5, 1995


THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN SUBMITTED TO YOU CONFIDENTIALLY IN CONNECTION WITH THE PRIVATE PLACEMENT OF LIMITED PARTNERSHIP INTERESTS AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE INTERESTS IN ANY STATE OR JURISDICTION IN WHICH THE OFFER OR SALE OF THE INTERESTS WOULD BE PROHIBITED OR TO ANY ENTITY OR INDIVIDUAL NOT POSSESSING THE QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM.


For the information of:


Number


PRIVATE OFFERING TO QUALIFIED INVESTORS AND A LIMITED NUMBER OF NON-QUALIFIED INVESTORS


THE LIMITED PARTNERSHIP INTERESTS REFERRED TO IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THOSE LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE SECURITIES LAWS OF CERTAIN STATES PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION. THE INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAS ANY OF THOSE AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


IN NO EVENT SHOULD THIS PRIVATE PLACEMENT MEMORANDUM BE DUPLICATED OR TRANSMITTED TO ANYONE OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM IT WAS DIRECTED BY WRITTEN COMMUNICATION OF THE OFFEROR.


CALIFORNIA


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATION CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED.


CONNECTICUT


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


FLORIDA


PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, AN OFFEREE WHO IS A RESIDENT OF FLORIDA MAY, AT THE OFFEREE'S OPTION, VOID ANY PURCHASE HEREUNDER WITHIN A PERIOD OF THREE (3) DAYS AFTER HE (A) FIRST TENDERS OR PAYS THE CONSIDERATION TO THE PARTNERSHIP REQUIRED HEREUNDER OR (B) DELIVERS HIS EXECUTED SUBSCRIPTION AGREEMENT WHICHEVER OCCURS LATER. TO ACCOMPLISH THIS, IT IS SUFFICIENT FOR A FLORIDA OFFEREE TO SEND A LETTER OR TELEGRAM TO THE PARTNERSHIP WITHIN THE THREE (3) DAY PERIOD, STATING THAT HE IS VOIDING AND RESCINDING THE PURCHASE. IF AN OFFEREE SENDS A LETTER, IT IS PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.


ILLINOIS


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS


OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


IOWA


IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


NORTH CAROLINA


IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


PENNSYLVANIA


EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE PARTNERSHIP OR ANY OTHER PERSON WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE PARTNERSHIP OF HIS DULY EXECUTED SUBSCRIPTION AGREEMENT OR THE INITIAL PAYMENT FOR THE PURCHASE OF HIS LIMITED PARTNERSHIP INTEREST, WHICHEVER IS LATER. ANY NOTICE OF WITHDRAWAL SHOULD BE MADE BY TELEGRAM OR CERTIFIED OR REGISTERED MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO WESTERN UNION OR DEPOSIT IN THE UNITED STATES MAILS, TRANSMITTAL OR POSTAGE FEES PAID. UPON SUCH WITHDRAWAL, THE SUBSCRIBER WILL HAVE NO OBLIGATION OR DUTY UNDER THE SUBSCRIBER AGREEMENT TO THE PARTNERSHIP, THE GENERAL PARTNERS, OR ANY OTHER PERSON, AND WILL BE ENTITLED TO THE FULL RETURN OF ANY AMOUNT PAID BY HIM, WITHOUT INTEREST.


NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


PENNSYLVANIA SUBSCRIBERS MAY NOT SELL THEIR PARTNERSHIP INTERESTS FORM THE DATE OF PURCHASE IF SUCH A SALE WOULD VIOLATE SECTION 203(d) OF THE PENNSYLVANIA SECURITIES ACT.


TEXAS


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE LAWS OF TEXAS AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


TABLE OF CONTENTS


Introduction...............................................................1
..


Summary Description of the Partnership.............................1
and the Offering


Management.........................................................1


Investment
Objective..........................................................2


Investment.Approach and Policies ..................................2


Special
Techniques.........................................................2

Scheduled Term of Partnership......................................2


Minimum Initial Investment by
Limited Partners
..........................................................2


Expenses...........................................................2


Administrative
Fee................................................................2


Allocation of Profit or
Loss...............................................................2


Additional
Contributions......................................................3


Admission of Limited Partners......................................3


Withdrawals by Limited Partners....................................3


Eligibility Standards for
Investors..........................................................3


Compensation to Third Parties......................................3


Evaluating the
Partnership........................................................4


Investment
Techniques.........................................................4


Special
Techniques.........................................................5


Short-Term
Trading............................................................5


Leverage...........................................................5


Options
Strategies.........................................................5


Derivatives........................................................5


Publicly Distributed
Securities.........................................................5

Use of Cash and Cash Equivalents...................................6


Management.........................................................6


The General
Partner............................................................6


Certain
Risks..............................................................7

Dependence on the General Partners.................................7


Risks of Special
Techniquess........................................................7


Short Term
Trading............................................................7


Leverage...........................................................7


Short
Sales..............................................................7


Options............................................................7


Illiquidity........................................................7
Changes in Applicable
Law................................................................8


Conflicts of
Interest...........................................................8


Services of the General
Partners...........................................................8

Allocation of Investment Opportunities.............................8


Co-Investment by the General Partners.....................8


General Partners' Share of
Profits...................................................8
Resolution of
Conflicts.................................................9


Tax
Consequences.......................................................9


Federal Income Tax Considerations in General.............9
Federal Income Tax Rules Applicable to
Options and Hedging Transactions.........................10


Options in
General............................................................10
Section 1256
Contracts..........................................................11


Straddles..........................................................11
Allocation of Taxable
Income.............................................................11
State and Local Tax
Consequences.......................................................11


Tax Information....................................................12


The Partnership Agreement
...................................................................13


Control............................................................13


Liability of the General Partners
...................................................................13
Liability of Limited
Partners...........................................................13


Additional Contributions; New Limited Partners.....................13


Form of Contributions
...................................................................13


Allocations........................................................13


Expenses...........................................................15


Withdrawals by Limited
Partners...........................................................15


Withdrawals by the General Partners and Limited
Partners that are Affiliates of General Partners ..................16


Term of
Partnership........................................................16


Dissolution........................................................16


Reports............................................................16


Amendments.........................................................16


Indemnifiction.....................................................17


Rights of
Transfer...........................................................17


Investing in the
Partnership........................................................17


Minimum
Subscription.......................................................17


Investor Suitability
Standards...........................................................17


Access to Information.
....................................................................19


Method of Subscription
....................................................................19


Miscellaneous Securities Matters
....................................................................19


Registration Under the Investment
Advisers
Act.................................................................19


Exemption from the Investment Company Act...........................20
Additional Information
....................................................................20


Professional
Assistance..........................................................20


EXHIBITS


Exhibit A -Agreement of Limited Partnership


Exhibit B - Offeree Questionnaire


Exhibit C - Subscription Agreement


INTRODUCTION


Seidman Investment Partnership, L.P. (the "Partnership") is a New Jersey limited partnership seeking to maximize capital appreciation in the securities markets through analysis of individual securities, not markets. Securities are selected on the basis of perceived pricing inefficiencies in stocks based on their comparison to other stocks in the same industry segment, growth rate in either earnings of assets and cash flow. The General Partner believes the majority of these opportunities occur in companies not well followed by Wall Street research. Market risk may be hedged through the use of short sales and various option strategies.


SUMMARY DESCRIPTION OF THE
PARTNERSHIP AND THE OFFERING


The Partnership offers limited partnership interests (the "Interests") privately to no more than 35 "non accredited" investors and to "accredited" investors who, upon admission to the Partnership, become its Limited Partners (the "Limited Partners"). The following is a summary description of the Partnership and certain of the major terms of the offering and is qualified in its entirety by information appearing elsewhere in this Private Placement Memorandum and in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement").


MANAGEMENT General Partner. Veteri Place Corporation ("Veteri"),
a New Jersey Corporation shall serve as the General
Partner and have complete and exclusive control of
the management of the Partnership. Veteri is wholly
owned by Lawrence B. Seidman ("Seidman") and he is
the only operating officer of the Corporation. Veteri
was formed solely to serve as the General Partner of
the Partnership and its only asset is a note
receivable from Seidman. Seidman has over 10 years
experience in the investment business. The General
Partner shall be permitted to share any fees and
other financial benefits with third parties.


INVESTMENT OBJECTIVE The Partnership's investment
objective is to maximize capital
appreciation by long and short
term investments in and the short
sale of securities. See "EVALUATING
THE PARTNERSHIP."


INVESTMENT APPROACH AND POLICIES The Partnership seeks to
meet its objective through
investment in what are deemed to be
inefficiently priced stocks based on
estimates of their future growth
rate in earnings or assets and cash
flow. The Partnership may effect
short sales of securities which the
General Partner considers to be
overpriced or subject to adverse
business conditions not currently
reflected in their price.


SPECIAL TECHNIQUES The Partnership may attempt to
enhance its performance by engaging
in short-term trading
and by using leverage and certain
hedging techniques. "EVALUATING
THE PARTNERSHIP --
Special Techniques."


SCHEDULED TERM OF PARTNERSHIP 20 years. See 'THE PARTNERSHIP
AGREEMENT -- Term of Partnership." MINIMUM INITIAL INVESTMENT BY LIMITED PARTNERS $100,000 subject to waiver by the
General Partner under appropriate
circumstances. See
'INVESTING IN THE PARTNERSHIP
--General Information."


EXPENSES Administrative, legal, audit and
investment expenses are paid by the
Partnership. See
"THE PARTNERSHIP AGREEMENT --
Expenses."


ADMINISTRATIVE FEE The Partnership pays the General
Partner as of the end of each fiscal
quarter of the Partnership an
administrative fee at an annual rate
equal to 1% of the value of the
Partnership's assets. In addition,
the General Partner shall receive an
Incentive Allocation fee equal to
20% of the Partnership's annual
profits.


ALLOCATION OF PROFIT OR LOSS Net Profit for each year (as defined
below) is allocated to the Partners,
on the basis of the proportion that
such Partners'Capital accounts bear
to the capital accounts of all the
Partner. At the end of the fiscal
year, 20% of Net Profit allocated
to the accounts of the
Limited Partners will be
re-allocated to the General Partner
(the "Incentive Allocation"). The
General Partners may reallocate to
Special Limited Partners and other
third parties all or a portion of
the Incentive Allocation. Net
loss for each fiscal year (as
defined below) generally is
allocated to each Partner in
proportion to and in accordance with
the Capital account of the Partner.


To the extent losses have been
allocated to the account of a
Partner 100% of a subsequent Net
Profits attributable to such Partner
are allocated to the account of that
Partner until all such losses have
been recouped. Only after such
losses have been recouped the
General Partner is entitled to the
20% Incentive Allocation on
subsequent profits.


ADDITIONAL CONTRIBUTIONS Additional contributions to the
Partnership may be made by a Partner
quarterly or more frequently at the
discretion of the General Partner.
See "THE PARTNERSHIP
AGREEMENT -- Additional
Contributions;New Limited Partners." ADMISSION OF LIMITED PARTNERS New Limited Partners may be admitted
to the Partnership as of the first
day of any fiscal quarter of the
Partnership, or more frequently at
the discretion of the General
Partner. See 'THE PARTNERSHIP
AGREEMENT -- Additional
Contributions; New Limited
Partners."


WITHDRAWALS BY LIMITED PARTNERS Withdrawals by Limited Partners are
permitted annually as of the last
day of the Fiscal Year on 180 days'
written notice to the General
Partner provided such Limited
Partner has been a Partner of the
Partnership for eight full Fiscal
quarters, unless otherwise permitted
at the discretion of the General
Partner. The withdrawing Limited
Partner shall pay for any costs
incurred by the Partnership to
effectuate the withdrawal. At the
discretion of the General Partner,
distributions uponwithdrawal may be
in cash or in kind or both. See
"THE PARTNERSHIP AGREEMENT --
Withdrawals by Limited Partners." ELIGIBILITY STANDARDS FOR INVESTORS Interests described in this Private
Placement Memorandum are not
registered under the Securities Act
of 1933, as amended (the "1933
Act"), in reliance upon the
exemption contained in Section 4(2)
of the 1933 Act and Regulation D
thereunder for transactions
not involving a public offering. An
offer and sale of Interests is made
only to a prospective investor who
satisfies, in the judgment of the
General Partner, certain suitability
...