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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) September 11, 2002
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WEST ESSEX BANCORP, INC.
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(Exact name of registrant as specified in its charter)
United States 0-29770 22-3597632
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
417 Bloomfield Avenue, Caldwell, New Jersey 07006
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(Address of principal executive offices)
(973) 226-7911
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On September 11, 2002, Kearny Financial Corp. ("Kearny") and West Essex
Bancorp, Inc. ("West Essex Bancorp") entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Kearny is the parent company of Kearny Federal
Savings Bank, a federally-chartered savings bank, and is a federally-chartered
mid-tier holding company and wholly-owned subsidiary of Kearny MHC, a
federally-chartered mutual holding company. West Essex Bancorp is the parent
company of West Essex Bank, a federally-chartered stock savings bank, and is a
federally-chartered mid-tier holding company and wholly-owned subsidiary of West
Essex Bancorp, M.H.C. ("West Essex MHC"), a federally-chartered mutual holding
company.
Pursuant to the Agreement, the mutual holding company structure of West
Essex MHC will be eliminated and West Essex Bank will ultimately merge with and
into Kearny Federal Savings Bank. The stockholders of West Essex Bancorp other
than West Essex MHC (the "Public Stockholders") will receive $35.10 in cash in
exchange for each share of common stock.
The transaction is subject to several conditions, including the receipt of
regulatory approvals and the approval of the stockholders of West Essex Bancorp.
In connection with the transaction, Kearny Federal Savings Bank will appoint Mr.
Leopold W. Montanaro, Chairman, President and Chief Executive Officer of West
Essex Bancorp to its board of directors and will establish a West Essex Advisory
Board of Directors, which will include all the remaining directors of West Essex
Bank. The depositors of West Essex Bank will become depositors of Kearny Federal
Savings Bank.
Information contained in the exhibits to this current report on Form 8-K
may contain statements which are forward-looking in nature, such as references
to strategic plans and expectations. These forward-looking statements are
inherently uncertain, and actual results may differ from West Essex Bancorp's
expectations. Risk factors that could impact current and future performance
could include but are not limited to: failure to realize or realize fully within
the expected time frame anticipated benefits from the transaction; difficult or
costly integration of the businesses; adverse changes in the economy of West
Essex Bancorp's primary market; and changing requirements of federal and state
regulatory agencies that could materially impact future operations of West Essex
Bancorp
The foregoing summary of the Merger Agreement is not complete and is
qualified in its entirety by reference to the complete text of such document,
which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein
by reference in its entirety.
A press release announcing the transaction was issued on September 11,
2002, a copy of which is filed as Exhibit 99.1 to this Form 8-K and which is
incorporated herein by reference in its entirety.
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ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 2.1 Agreement and Plan of Merger by and between Kearny
Federal Savings Bank, Kearny Financial Corp. and Kearny
MHC and West Essex Bank, West Essex Bancorp, Inc. and
West Essex Bancorp, M.H.C dated September 11, 2002.
Exhibit 99.1 Press Release dated September 11, 2002.
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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.
WEST ESSEX BANCORP, INC.
Dated: September 12, 2002 By: /s/ Leopold W. Montanaro
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Leopold W. Montanaro
President and Chief Executive Officer
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