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PBIP > SEC Filings for PBIP > Form 8-K on 2-Oct-2013All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01 Other Events

On October 2, 2013, Prudential Bancorp, Inc. of Pennsylvania (the "Company"), the current "mid-tier" holding company for Prudential Savings Bank (the "Bank"), announced that the "second-step" conversion of Prudential Mutual Holding Company (the "MHC"), the Company's mutual holding company parent, and stock offering are expected to be completed on or about October 9, 2013. The closing of the transaction is subject to the satisfaction of customary closing conditions.

As a result of the conversion and offering, the MHC and the Company will cease to exist and Prudential Bancorp, Inc. ("Prudential Bancorp-New"), the new Pennsylvania corporation formed to facilitate the conversion, will become the parent holding company of the Bank and will be wholly owned by public shareholders.

A total of 7,141,602 shares of common stock of Prudential Bancorp-New are expected to be sold in the subscription offering at $10.00 per share for gross proceeds of $71.4 million. Concurrent with the completion of the offering, the outstanding shares of the Company common stock (except for the shares owned by the MHC, which will be cancelled) will be exchanged for shares of Prudential Bancorp-New common stock. As a result, each existing share of Company common stock is expected to be converted into the right to receive 0.9442 shares of Prudential Bancorp-New common stock. The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in Prudential Bancorp-New as they owned in the Company. Cash will be issued in lieu of fractional shares based on the offering price of $10.00. Upon completion of the conversion, the total shares outstanding after the stock offering and the exchange is expected to be approximately 9,545,000 shares.

A copy of the press release, dated October 2, 2013, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits

The following exhibit is included herewith.

Exhibit Number Description
99.1 Press release dated October 2, 2013

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