Item 1.01 Entry into a Material Definitive Agreement
On March 16, 2009, Investors Bancorp, Inc. and American Bancorp of New
Jersey, Inc. jointly announced an amendment, dated March 9, 2009, to the Merger
Agreement dated December 14, 2008, by and between Investors Bancorp, Inc. and
American Bancorp of New Jersey, Inc., pursuant to which American Bancorp of New
Jersey, Inc. is to merge with and into Investors Bancorp, Inc. The amendment to
the merger agreement is attached as Exhibit 10.1. A press release announcing
this amendment is attached as Exhibit 99.1.
Under the revised terms of the merger agreement, which has been approved by
the boards of directors of both companies, 65% of American Bancorp of New
Jersey, Inc. shares will be converted into Investors Bancorp, Inc. common stock
and the remaining 35% will be converted into cash, compared to a 70% stock and
30% cash consideration mix as set forth in the original merger agreement. The
exchange ratio of 0.9218 share of Investors Bancorp, Inc. common stock for each
share of American Bancorp of New Jersey, Inc. common stock (for those American
Bancorp of New Jersey, Inc. shareholders who are to receive Investors Bancorp,
Inc. common stock) remains unchanged.
The companies also agreed to modify the termination conditions with respect
to a decline in Investors Bancorp, Inc. common stock price. As amended, the
agreement allows American Bancorp of New Jersey, Inc. to terminate the
transaction in the event of an absolute decline in Investors Bancorp, Inc.
common stock of 30%, and a 30% relative decline to the SNL Thrift Index (subject
to right of Investors Bancorp, Inc. to "fill"). Prior to this amendment,
American Bancorp of New Jersey, Inc. could terminate the agreement in the event
of a 20% absolute decline in Investors Bancorp, Inc. stock price and a 20%
relative decline to the SNL Thrift Index.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits
Exhibit 10.1 First Amendment dated March 9, 2009, to Agreement and Plan of Merger,
dated December 14, 2008, by and between Investors Bancorp, Inc. and
American Bancorp of New Jersey, Inc.
Exhibit 99.1 Press Release dated March 16, 2009
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