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)
March 13,
2009
AMERICAN BANCORP OF
NEW JERSEY, INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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0-51500
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55-0897507
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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365
Broad Street, Bloomfield, New Jersey 07003
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(Address
of Principal Executive Offices)
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(973)
748-3600
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement
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On March 16, 2009, American Bancorp of
New Jersey, Inc. and Investors Bancorp, 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.
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Item
9.01.
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Financial Statements
and Exhibits.
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(a)
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Not
Applicable.
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(b)
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Not
Applicable.
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(c)
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Not
Applicable.
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(d)
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Exhibits
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Exhibit
10.1
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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.
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Exhibit
99.1
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Press
Release dated March 16, 2009
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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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American
Bancorp of New Jersey, Inc.
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(Registrant)
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DATE:
March 17, 2009
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By:
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/s/Eric B.
Heyer
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Eric
B. Heyer
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Senior
Vice President and Chief Financial
Officer
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