Greater Community Bancorp-Filing of certain prospectuses & communications for business combination transactions (425)
20 Décembre 2007 - 8:36PM
Edgar (US Regulatory)
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Filed
by Greater Community Bancorp
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Pursuant
to Rule 425 under the Securities Act of
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1933
and deemed filed pursuant to Rule 14a-6
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under
the Securities Exchange Act of 1934
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Subject
Company: Greater Community Bancorp
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(Commission
File No. 000-14294)
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The
following was made available to employees of Greater Community Bancorp on
December 20, 2007.
Oritani
Savings Bank
TO:
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All
Employees and Directors of Oritani Savings Bank
and
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Greater
Community Bank and its Subsidiaries
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Ladies
and Gentlemen,
I
am
writing to update you on the process we are working on which will lead to the
merger of Oritani Savings Bank (Oritani) and Greater Community Bank
(GCB). On November 14, 2007, we announced that the boards of Oritani
and GCB had approved a merger agreement between our two banks. Since
that time, we at Oritani have been working with GCB management on several
matters regarding our ongoing business. We are also working with our
attorneys on a joint application to our bank regulators and filings with the
SEC
to permit the solicitation of our shareholders. We expect to receive
all regulatory approvals in April 2008. We will then seek the
approvals of the shareholders of Oritani and GCB. We anticipate those
approvals in late May 2008. After receipt of all the various
approvals, we would then expect to merge Oritani and GCB in early June
2008. As we stated in our press release, the combined bank will be
named Oritani Community Bank. The Board of Directors of Oritani
Community Bank will include the current directors of Oritani and also Mr.
Charles J. Volpe and Mr. Alfred R. Urbano who are currently members of the
Board
of Directors of GCB.
We
have
begun working on an integration plan for Oritani and GCB which will guide us
in
the many important decisions that need to be made. To that end, we
have formed an Integration Committee comprised of 2 directors and 4 senior
officers from Oritani and 6 senior officers of GCB. They will soon
begin to meet on a regular basis with the objective of making recommendations
to
me and to the Oritani Board of Directors with respect to the design and staffing
of Oritani Community Bank. The committee will study each of Oritani’s
and GCB’s key business operations, processes, staffing, and costs.
The
Committees goals are to maximize shareholder value, minimize customer
inconvenience, and to maintain fair and dignified treatment of all
employees.
I
know
that there is always some concern and uncertainty as to what affects the merger
may have on individuals at Oritani and GCB. In my 40 years of working
in banking and finance, I have seen many mergers and acquisitions and
unfortunately, the rumors and misinformation that may arise can have pointless
negative affects on morale and must be avoided. Oritani agreed to
acquire GCB in order to help Oritani and GCB as a combined Bank, grow into
a
strong vibrant Community Bank serving Northern New Jersey. We intend
to maintain the best operations of both of Oritani and GCB. Unlike
most other bank mergers, there is no overlap in our branch network or in the
proposed additional 6 branches that Oritani and GCB have in
development. At Oritani, we have outsourced all our data
processing. GCB has an in-house staff maintaining its data and we
intend to focus on a possible combination of all our data on GCB's data
systems. We have strong commercial lending staffs at both Oritani and
GCB and
Page
2 of
2
December
17, 2007
we
hope
to grow the combined staff to become an even stronger source of commercial
finance in our market. While there will inevitably be some
duplications of job functions at both banks, the overwhelming majority of the
combined workforce will continue to be employed in similar positions and with
their existing compensation.
Oritani
and GCB have fairly similar employment benefit and compensation structures
and
therefore I do not expect a culture shock to our staff. Both banks
have Blue Cross and Blue Shield for health care, and we both offer 401K's
and Flexible Spending Account programs. Oritani also has an
Employee Stock Ownership Plan (ESOP), which will become available to GCB
employees at a date to be determined. Our other benefits are fairly
comparable and we will work to ensure a fair and competitive overall benefits
package drawing on each bank's benefit plans.
I
have
met many of the hard working and dedicated employees of GCB and hope that they
will be excited to join us in growing Oritani Community Bank. I
believe that the merger will create many advancement opportunities for employees
that would not have otherwise been available. Please focus on doing
your jobs to the best of your abilities and trust that we will do the best
we
can in this process. As I have said
many times,
your ability, attitude, and job performance are your best means of
maintaining your job security and peace of mind.
Please
accept my best wishes to you and your families for a happy and healthy
holiday.
Additional
Information and Where to Find It
Oritani
and GCB will file a
registration statement, a proxy statement/prospectus and other relevant
documents concerning the proposed Merger with the Securities and Exchange
Commission (the “SEC”). SHAREHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. You will be able to obtain a free copy
of the proxy statement/prospectus, as well as other filings containing
information about Oritani and GCB, at the SEC’s Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus to be
filed by Oritani also can be obtained, when available and without charge, by
directing a request to Oritani Financial Corp., Attention: Kevin J. Lynch,
370
Pascack Road, Township of Washington, New Jersey 07676, (201) 664-5400 or to
Greater Community Bancorp, Attention: Anthony M. Bruno, 55 Union Boulevard,
Totowa, New Jersey 07512, (973) 942-1111.
Participants
in Solicitation
Greater
Community Bancorp, Oritani
Financial Corp. and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Greater Community Bancorp and Oritani Financial Corp. in connection with
the
Merger. Information about the directors and executive officers of
Greater Community Bancorp and their ownership of Greater Community Bancorp
common stock is set forth in Greater Community Bancorp’s most recent proxy
statement as filed with the SEC on Schedule 14, which is available at the SEC’s
Internet site (http://www.sec.gov) and upon request from Greater Community
Bancorp at the address in the preceding paragraph. Information about
the directors and executive officers of Oritani Financial Corp. is set forth
in
Oritani Financial Corp.’s most recent proxy statement filed with the SEC on
Schedule 14A, which is available at the SEC’s Internet site and upon request
from Oritani Financial Corp. at the address set forth in the preceding
paragraph. Additional information regarding the interests of these
participants may be obtained by reading the proxy statement/prospectus regarding
the proposed Merger when it becomes available.
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