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SEC Company Response from Kearny Financial Corp. (CIK 0001295664) — Dec 15, 2004

Kearny Financial Corp. (CIK 0001295664)
Date: Dec. 15, 2004 · CIK: 0001295664 · Accession: 0000946275-04-001177

AI Filing Summary & Sentiment

Date
December 1, 2004
Author
Not clearly detected
Form
CORRESP
Company
Kearny Financial Corp. (CIK 0001295664)

Letter

Radics & Co., LLC

Fax Memo

To: Kevin Vaughn, Rebekah Moore - United States Securities and Exchange Commission [1-202-942-9530]

From: Alan Molin Pages: 2 CC: Barry Morgan, Files Date: December 1, 2004 Re: Kearny Financial Corp.

--------------------------------------------------------------------------------

Attached are revised paragraphs for insertion into note 2 of the Kearny Financial Corp. consolidated financial statements. These paragraphs will replace the first two paragraphs in the prior version.

Please review the attached and provide your comments thereon.

Alan Molin

<PAGE>

On January 10, 2002, Kearny MHC, the Company and the Bank entered into a merger agreement with Pulaski MHC, Pulaski Bancorp, Inc. ("Pulaski") and Pulaski's subsidiary, Pulaski Savings Bank ("PSB"). On October 18, 2002, pursuant to this merger agreement, (i) Pulaski MHC merged with Kearny MHC, with Kearny MHC as the surviving entity; (ii) Pulaski merged with the Company, with the Company as the surviving entity; (iii) PSB merged with and into the Bank, with the Bank as the surviving institution, the Bank remaining a subsidiary of the Company; (iv) concurrently with steps (i) through (iii), 100% of the outstanding shares of Pulaski common stock were canceled, with shares previously held by stockholders other than Pulaski MHC exchanged for a payment of $32.90 per share cash; and (v) as a result of the foregoing, the interests of Pulaski MHC members ceased to exist and were converted into interests of the same nature in Kearny MHC. The amount paid to minority shareholders of Pulaski in excess of their combined interest in Pulaski amounted to $16,146,000, which was recorded as goodwill.

On September 11, 2002, Kearny MHC, the Company and the Bank entered into a merger agreement with West Essex Bancorp, M.H.C., West Essex Bancorp, Inc. ("West Essex") and West Essex's subsidiary, West Essex Savings Bank ("WESB"). On July 1, 2003, pursuant to this merger agreement, (i) West Essex MHC merged with Kearny MHC, with Kearny MHC as the surviving entity; (ii) West Essex merged with the Company, with the Company as the surviving entity; (iii) WESB merged with and into the Bank, with the Bank as the surviving institution, the Bank remaining a subsidiary of the Company; (iv) concurrently with steps (i) through (iii), 100% of the outstanding shares of West Essex common stock were canceled, with shares previously held by stockholders other than West Essex Bancorp, M.H.C. exchanged for a payment of $35.10 per share cash; and (v) as a result of the foregoing, the interests of West Essex Bancorp, M.H.C. members ceased to exist and were converted into interests of the same nature in Kearny MHC. The amount paid to minority shareholders of West Essex in excess of their combined interest in West Essex amounted to $50,517,000, which was recorded as goodwill.

Both of the above noted transactions were accounted for as follows: (i) the merger of the mutual holding companies utilized the pooling-of-interests method accounting, (ii) the acquisition of the mid-tier stock holding company's minority shareholder interests was accounted for as the acquisition of non-controlling minority interests, and (iii) the merger of the mid-tier holding companies was accounted for as a combination of entities under common control. In addition, Emerging Issues Tax Force Topic No. D-97, "Push-Down Accounting", was applied to the applicable entities.

For the purpose of comparability, in presenting share and per share information for periods preceding the merger dates, issued and outstanding shares of Pulaski and West Essex were converted to Company shares on the basis of relative book value per share. Accordingly, Pulaski shares were converted at a rate of 1 share of Company common stock for every 1,797 shares of Pulaski common stock and West Essex shares were converted at a rate of 1 share of Company common stock for every 2,816 shares of West Essex common stock.

Show Raw Text
<DOCUMENT>
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<TEXT>
                                                               Radics & Co., LLC

Fax Memo

To:     Kevin Vaughn, Rebekah  Moore - United  States  Securities  and  Exchange
        Commission [1-202-942-9530]

From:   Alan Molin
Pages:  2
CC:     Barry Morgan, Files
Date:   December 1, 2004
Re:     Kearny Financial Corp.

--------------------------------------------------------------------------------

Attached  are  revised  paragraphs  for  insertion  into  note 2 of  the  Kearny
Financial Corp. consolidated financial statements. These paragraphs will replace
the first two paragraphs in the prior version.

Please review the attached and provide your comments thereon.

                                                          Alan Molin

                                       1
<PAGE>

On January 10, 2002,  Kearny MHC, the Company and the Bank entered into a merger
agreement with Pulaski MHC,  Pulaski  Bancorp,  Inc.  ("Pulaski")  and Pulaski's
subsidiary,  Pulaski Savings Bank ("PSB"). On October 18, 2002, pursuant to this
merger agreement, (i) Pulaski MHC merged with Kearny MHC, with Kearny MHC as the
surviving entity; (ii) Pulaski merged with the Company,  with the Company as the
surviving entity;  (iii) PSB merged with and into the Bank, with the Bank as the
surviving  institution,  the Bank  remaining a subsidiary  of the Company;  (iv)
concurrently  with steps (i) through (iii),  100% of the  outstanding  shares of
Pulaski common stock were canceled,  with shares previously held by stockholders
other than Pulaski MHC exchanged for a payment of $32.90 per share cash; and (v)
as a result of the  foregoing,  the  interests of Pulaski MHC members  ceased to
exist and were  converted  into  interests of the same nature in Kearny MHC. The
amount  paid to  minority  shareholders  of Pulaski in excess of their  combined
interest in Pulaski amounted to $16,146,000, which was recorded as goodwill.

On  September  11,  2002,  Kearny MHC,  the Company and the Bank  entered into a
merger  agreement with West Essex  Bancorp,  M.H.C.,  West Essex  Bancorp,  Inc.
("West Essex") and West Essex's subsidiary, West Essex Savings Bank ("WESB"). On
July 1, 2003, pursuant to this merger agreement,  (i) West Essex MHC merged with
Kearny MHC, with Kearny MHC as the surviving entity; (ii) West Essex merged with
the Company,  with the Company as the surviving  entity;  (iii) WESB merged with
and  into  the  Bank,  with  the  Bank as the  surviving  institution,  the Bank
remaining a subsidiary of the Company;  (iv) concurrently with steps (i) through
(iii), 100% of the outstanding  shares of West Essex common stock were canceled,
with  shares  previously  held by  stockholders  other than West Essex  Bancorp,
M.H.C.  exchanged for a payment of $35.10 per share cash; and (v) as a result of
the  foregoing,  the interests of West Essex Bancorp,  M.H.C.  members ceased to
exist and were  converted  into  interests of the same nature in Kearny MHC. The
amount paid to minority  shareholders  of West Essex in excess of their combined
interest in West Essex amounted to $50,517,000, which was recorded as goodwill.

Both of the above noted  transactions  were  accounted  for as follows:  (i) the
merger of the mutual holding companies utilized the pooling-of-interests  method
accounting,  (ii)  the  acquisition  of the  mid-tier  stock  holding  company's
minority  shareholder   interests  was  accounted  for  as  the  acquisition  of
non-controlling minority interests, and (iii) the merger of the mid-tier holding
companies was accounted for as a combination of entities  under common  control.
In addition,  Emerging Issues Tax Force Topic No. D-97, "Push-Down  Accounting",
was applied to the applicable entities.

For the purpose of comparability,  in presenting share and per share information
for periods preceding the merger dates, issued and outstanding shares of Pulaski
and West Essex were  converted to Company  shares on the basis of relative  book
value per share. Accordingly, Pulaski shares were converted at a rate of 1 share
of Company  common stock for every 1,797 shares of Pulaski common stock and West
Essex  shares were  converted  at a rate of 1 share of Company  common stock for
every 2,816 shares of West Essex common stock.

                                       2

</TEXT>
</DOCUMENT>