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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 19, 2010
(Exact name of registrant as specified in its charter)
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United States
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001-33223
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22-3617996 |
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.) |
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370 Pascack Road, Township of Washington, New Jersey |
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07676 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (201) 664-5400
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CRF 240.13e-4(c))
Item 8.01 Other Events.
On February 19, 2010, the Boards of Directors of Oritani Financial Corp. (the Company),
Oritani Financial Corp., MHC, (the Mutual Holding Company) and Oritani Bank (the Bank) each
unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the
Plan) pursuant to which the Mutual Holding Company will undertake a second-step conversion and
cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a
stock holding company structure. The Mutual Holding Company currently owns approximately 74.4% of
the shares of common stock of the Company.
Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a to-be-formed
stock corporation (New Holding Company), (ii) the shares of common stock of the Company held by
persons other than the Mutual Holding Company (whose shares will be canceled) will be converted
into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to
preserve the percentage ownership interests of such persons, and (iii) the New Holding Company will
offer and sell shares of common stock representing the ownership interest of the Mutual Holding
Company to eligible members of the Mutual Holding Company in a subscription offering. The Plan is
subject to regulatory approval as well as the approval of the Banks depositors and the Companys
shareholders (including the approval of a majority of the Companys outstanding shares of common
stock held by persons other than the Mutual Holding Company).
Shares not subscribed for in the subscription offering are expected to be available for sale
in a community offering and, if necessary, in a syndicated community offering and/or firm
commitment underwritten offering. The number and price of shares to be sold in the conversion
offering and the exchange ratio for current shareholders of the Company will be based on an
independent appraisal.
The foregoing summary of the Plan is not complete and is qualified in its entirety by
reference to the complete text of the Plan, which is filed as Exhibit 2.1 to this Form 8-K and
which is incorporated herein by reference.
The Company announced the adoption of the Plan, as well as the declaration of a quarterly cash dividend, in a press release dated February 19, 2010. A
copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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2.1
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Plan of Conversion and Reorganization |
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99.1
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Press Release dated February 19, 2010 |
SIGNATURES
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, hereunto duly authorized.
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ORITANI FINANCIAL CORP.
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DATE: February 22, 2010 |
By: |
/s/ John M. Fields, Jr.
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John M. Fields, Jr. |
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Executive Vice President and Chief Financial
Officer |
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