Attached files
| file | filename |
|---|---|
| EX-2.1 - PLAN OF CONVERSION AND REORGANIZATION - Investors Bancorp Inc | exhibit21.htm |
| EX-99.1 - PRESS RELEASE DECEMBER 18, 2013 - Investors Bancorp Inc | exhibit991.htm |
UNITED STATES
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): December 17, 2013
INVESTORS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-51557 | 22-3493930 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer | ||
Identification No.) | ||||
101 JFK Parkway, Short Hills, New Jersey | 07078 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (973) 924-5100
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:
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 CFR 240.13e-4(c)) |
Item 5.02 | Department of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 17, 2013, Vincent D. Manahan, III and Stephen J. Szabatin resigned from the Boards of Directors of Investors Bancorp, MHC (the “Mutual Holding Company”), Investors Bancorp, Inc. (the “Company”), and Investors Bank (the “Bank”). Each of the Mutual Holding Company, the Company and the Bank reduced their board memberships by two members.
Item 1.01 | Other Events |
On December 17, 2013, the Boards of Directors of the Mutual Holding Company, the Company and 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 fully public stock holding company structure. At September 30, 2013, the Mutual Holding Company owned approximately 61.6% of the shares of common stock of the Company reflecting the acquisition of Roma Financial Corporation and the proposed acquisition of Gateway Community Financial Corp.
Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (the “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 (excluding shares purchased in the stock offering described below and cash received in lieu of fractional shares), and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Mutual Holding Company in a subscription offering. The Plan is subject to regulatory approval as well as the approval of the depositors of the Bank and the Company’s stockholders (including the approval of a majority of the Company’s outstanding shares of common stock held by persons other than the Mutual Holding Company).
Shares not subscribed for in the subscription offering will be sold in a firm commitment underwritten public offering. The number and price of shares to be sold in the offering and the exchange ratio for current stockholders 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 in a press release dated December 18, 2013. 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 |
Exhibit No. | Description |
2.1 | Plan of Conversion and Reorganization of Investors Bancorp, MHC, dated December 17, 2013 |
99.1 | Press Release dated December 18, 2013 |
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.
INVESTORS BANCORP, INC. | ||
DATE: December 18, 2013 | By: | /s/ Thomas F. Splaine, Jr. |
Thomas F. Splaine, Jr. | ||
Senior Vice President and | ||
Chief Financial Officer | ||