FEDERAL DEPOSIT INSURANCE CORPORATION
Oritani Savings Bank
Hackensack, Bergen County, New Jersey
Application for Consent to Merge
ORDER AND BASIS FOR CORPORATION APPROVAL
Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act").
an application has been filed on behalf of Oritani Savings Bank, Hackensack, New Jersey
("Mutual Institution"), currently a state-chartered, mutually-owned Savings Association
Insurance Fund ("SAIF") member, with total resources of $599,928,000 and total deposits of
$536,.502,.000 as of June 30, 1997, for the FDIC's consent to merge with Oritani Interim Savings
Bank, Hackensack, New Jersey ("Interim Bank"), a proposed new interim state-chartered stock
savings bank.
This transaction is the result of the Mutual Institution's Plan of Reorganization which includes
the formation by Mutual Institution of a New Jersey-chartered mutual holding company. Oritani
Financial Corp., MHC, Hackensack, New Jersey ("MHC"), which will be capitalized with up to
$200,000. MHC will organize and wholly own a stock holding company. Oritani Financial
Corp. ("Stock Holding Company"), which will also be capitalized with up to $200,000. MHC
will also organize and wholly own Interim Bank. An application for the establishment of MHC
and Oritani Financial Corp. as bank holding companies has been filed with the Office of Thrift
Supervision. The Mutual Institution will exchange its charter for a New Jersey stock savings
bank charter and will become a wholly-owned subsidiary of MHC after a merger with Interim.
MHC will then transfer 100% of the stock of the merged bank into the Stock Holding Company,
which will in turn be a wholly-owned subsidiary of MHC incident to the merger with Interim
Bank. The resultant bank will operate with the title of Oritani Savings Bank. Hackensack. New
Jersey. Following consummation of the merger. the resultant bank will operate the same banking
business with the same management at the same locations now being served by Mutual
Institution. The proposed transaction. per se. will not alter the competitive structure of banking
in the market served by Mutual Institution. The resultant bank's principal office will be at 321
Main Street, Hackensack, New Jersey. Notice of the proposed transaction, in a form approved by
the FDIC, has been published pursuant to the FDI Act.
A review of available information. including the Community Reinvestment Act ("CRA")
Statement of Mutual Institution discloses no inconsistencies with the purposes of the CRA. The
resultant institution is expected to continue to meet the credit needs of its entire community,
consistent with the safe and sound operation of the institution.
In connection with the application. the FDIC has taken into consideration the financial and
managerial resources and future prospects of the proponent banks and the resultant bank, and the
convenience and needs of the community to be served. Having found favorably on these
statutory factors and having considered other relevant information, including all reports on the
competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System, the Office of Thrift Supervision. or the Attorney General of the United
States, it is the FDIC's judgement that the application should be and hereby is approved, subject
to the following conditions:
1. That the transaction may not be consummated unless the Plan of Reorganization
receives prior approval by an affirmative vote of at least a majority of the total votes
eligible to be cast by the Mutual Institution's depositors;
2. That, unless prior notice is provided to and non-objection is received from the FDIC,
no shares of the stock of Oritani Savings Bank shall be sold, transferred or otherwise
disposed of, to any persons (including any Employee Stock Ownership Plan) other than
Oritani Financial Corp., nor shall Oritani Savings Bank issue any equity securities or any
securities that would accord the holder the right to acquire equity securities or that would
bestow upon the holder an interest in the retained earnings of the issuer to any persons
other than Oritani Financial Corp.;
3. That, prior to a sale, transfer or other disposition of any shares of Oritani Financial
Corp. by MHC to any person (including any Employee Stock Ownership Plan), or a
conversion of the mutual holding company to stock form, Oritani Savings Bank will
provide written notification to the FDIC and provide the FDIC with copies of all
documents filed with state and federal banking and/or securities regulators in connection
with any such sale, transfer, disposition or conversion;
4. That, should any shares of the stock of Oritani Savings Bank or Oritani Financial
Corp. be issued to persons other than the MHC, any dividends waived by MHC must be
retained by the Stock Holding Company or the savings bank and segregated, earmarked,
or otherwise identified on the books and records of the Stock Holding Company or the
savings bank; such amounts must be taken into account in any valuation of the institution
and factored into the calculation used in establishing a fair and reasonable basis for
exchanging shares in any subsequent conversion of MHC to stock form; such amounts
shall not be available for payment to or the value thereof transferred to minority
shareholders, by any means including through dividend payments or at liquidation;
5. That any changes in proposed management. including the board of directors or
proposed ownership (ten per cent or more of the stock and new acquisitions of or
subscriptions to ten per cent or more of the stock). will render this approval null and void
unless such proposal is approved by the Regional Director (Supervision) of the FDIC's
New York Regional Office prior to the consummation of the proposed transaction;
6. That the proposed transaction may not be consummated unless and until the resultant
bank has authority to conduct a banking business, and that its establishment and operation as
a stock savings bank have been fully approved by appropriate State of New Jersey officials
and that its holding companies, Oritani Financial Corp., MHC, and Oritani Financial Corp.
are granted approval to become thrift holding companies by the Office of Thrift
Supervision;
7. That the transaction shall not be consummated less than fifteen calendar days after the
date of this Order or later than six months after the date of this Order, unless such period is
extended for good cause by the FDIC; and
8. That until the proposed transaction is consummated, the FDIC shall have the right to
alter, suspend, or withdraw it: approval should any interim development be deemed to
warrant such action.
Pursuant to delegated authority.
Dated at Washington, D.C.. this 5th day of November, 1997.
Acting Associate Director
Division of Supervision
