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
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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>