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): November 13, 2007
Oritani Financial Corp.
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(Exact name of registrant as specified in its charter)
United States 001-33223 22-3617996
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
370 Pascack Road, Township of Washington 07676
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 664-5400
Not Applicable
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(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):
[X] 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 CRF 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 13, 2007, Oritani Financial Corp. (the "Oritani") the holding
company for Oritani Savings Bank, entered into an Agreement and Plan of Merger
with Greater Community Bancorp ("Greater Community"), the holding company for
Greater Community Bank. As part of the transaction, Greater Community Bank will
be merged into Oritani Savings Bank. The combined institution will have $2.3
billion in assets and 36 branches serving Bergen, Passaic, Hudson and Morris
Counties, New Jersey. Under the terms of the Merger Agreement, Greater Community
shareholders will be entitled to receive $21.40 per share in Oritani stock or
cash, provided that in the aggregate the consideration will be 60% stock and 40%
cash. The exchange ratio for the stock consideration will equal $21.40 divided
by the Oritani market value as defined in the Merger Agreement, provided that
the exchange ratio shall not be more than 1.4588 or less than 1.1935. The
transaction is subject to the approval of the shareholders of Oritani and
Greater Community, the receipt of regulatory approvals and other customary terms
and conditions. It is expected to close in the second calendar quarter of 2008.
A copy of the press release is included as exhibit 99.1 to this report.
A copy of the merger agreement is included as exhibit 99.2 to this report.
A copy of a communication to Oritani employees regarding the merger transaction
is included as exhibit 99.3 to this report.
Forward-Looking Statements -- The press release contains forward-looking
statements, including statements about future operating results and other
forward-looking information for Oritani. These statements constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. As such, the statements involve significant risks
and uncertainties. Actual results may differ materially due to such factors as:
(1) expected cost savings from the merger not materializing or not materializing
within expected time frames; (2) revenues following the merger not meeting
expectations; (3) failure to retain the customer bases of the two institutions
following the merger; (4) competitive pressures among financial institutions
increasing significantly; (5) costs or difficulties related to the integration
of the businesses of Greater Community and Oritani being greater than
anticipated; (6) general economic conditions being less favorable than
anticipated; (7) legislation or regulatory changes adversely affecting the
business in which the combined company will be engaged; and (8) the timing of
the completion of the transactions.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Press release dated November 13, 2007
99.2 Agreement and Plan of Merger By and
Between Oritani Financial Corp. and
Greater Community Bancorp, dated
November 13, 2007
99.3 Communication to Employees
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.
ORITANI FINANCIAL CORP.
DATE: November 13, 2007 By: /s/ Kevin J. Lynch
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Kevin J. Lynch
President and Chief Executive Officer