UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Oritani Financial Corp.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
686323 10 6
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(CUSIP Number)
Marc P. Levy, Esq.
Luse Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to Receive
Notices and Communications)
January 23, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
(Continued on following pages)
Page 1 of 6 Pages
CUSIP NO. 686323 10 6 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oritani Financial Corp. MHC EIN: 22-3617998
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e) [ ]
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
27,575,476
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
27,575,476
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,575,476
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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CUSIP NO. 686323 10 6 13D Page 3 of 6 Pages
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68%
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14. TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, par value $0.01 per share ("Common Stock"), of Oritani
Financial Corp., a federally chartered corporation (the "Issuer"). The address
of the Issuer's principal executive office is 370 Pascack Road, The Township of
Washington, New Jersey 07676.
Item 2. Identity and Background
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This Schedule is filed on behalf of Oritani Financial Corp., MHC, a
federally chartered mutual holding company (the "Company"). The Company's
principal business is the ownership of the majority of the Issuer's shares of
Common Stock. The business address of the Company is 370 Pascack Road, The
Township of Washington, New Jersey 07676.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Directors and Executive Officers
Name Occupation
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Kevin J. Lynch President and Chief Executive Officer of the Company
John M. Fields, Jr. Senior Vice President, Chief Financial Officer of
the Company
Philip M. Wyks Senior Vice President and Corporate Secretary of
the Company
Thomas Guinan Senior Vice President and Chief Commercial Loan
Officer of the Company
Rosanne Jarrell Vice President - Retail Operations of the Company
Paul M. Cordero Vice President and Chief Residential Loan Officer of
the Company
Anne Mooradian Vice President and Human Resources Officer of the
Company
Nicholas Antonaccio President of financial advisory services firm CMA
Enterprises LLC
Michael A. DeBernardi Self-employed, equipment finance and leasing
consultant
James J. Doyle, Jr. Retired
Robert S. Hekemian, Jr. President of real estate company Hekemian & Co. Inc.
John J. Skelly, Jr. President of real estate company Westside Management
(d) During the past five years, neither the Company nor any of the Insiders
have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither the Company nor any of the Insiders
have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws.
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CUSIP NO. 686323 10 6 13D Page 4 of 6 Pages
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
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The Issuer was formed in 1998 for the purpose of becoming the stock holding
company of Oritani Savings Bank (the "Bank") and the Company was formed in 1998
for the purpose of becoming the mutual holding company parent of the Issuer. On
January 23, 2007 and pursuant to the Issuer's Stock Issuance Plan (the "Plan"),
27,575,476 shares of Common Stock were issued to the Company, 811,037 shares of
Common Stock were issued to OritaniSavingsBank Charitable Foundation, and
12,165,649 shares of Common Stock were issued to depositors and the
tax-qualified employee stock benefit plans of the Bank (the "Stock Offering").
Item 4. Purpose of Transaction
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The primary purpose of the Issuer's Stock Offering was to allow the Issuer
and the Bank to grow through expanded operations, as well as through increased
branching and acquisitions. In addition, the Stock Offering gives the Bank and
the Issuer greater flexibility to structure and finance the expansion of
operations, including the potential acquisition of other financial institutions,
and to diversify into other financial services. Because the Issuer only issued a
minority of its common stock for sale in the Stock Offering, the Bank's mutual
form of ownership and its ability to remain an independent savings bank and to
provide community-oriented financial services is expected to be preserved.
However, while the Company intends to exercise its rights as majority
stockholder, neither the Company nor the Insiders currently have any plans or
proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(b) of the Exchange Act; or (j) any action
similar to any of those enumerated above.
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CUSIP NO. 686323 10 6 13D Page 5 of 6 Pages
In the future, the Company and/or the Insiders may determine to purchase
additional shares of the Issuer's common stock (or other securities of the
Issuer) or the Company and/or the Insiders may determine to sell shares of the
Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
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a. As of January 23, 2007, the Company directly and beneficially owned
27,575,476 shares of the Issuer's Common Stock, which represented 68% of the
issued and outstanding shares of Common Stock on such date.
b. The Company has the sole power to vote and the sole power to dispose
of the shares of Common Stock it owns.
c. Other than the issuance to the Company of the shares of Issuer's
Common Stock as of January 23, 2007, the Company has not effected any
transaction in the Issuer's Common Stock within the past 60 days.
d. No person or entity other than the Company has the right to receive,
or the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits
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None.
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CUSIP NO. 686323 10 6 13D Page 6 of 6 Pages
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
ORITANI FINANCAL CORP., MHC
By: /s/ Kevin J. Lynch
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Kevin J. Lynch
President and Chief Executive Officer
Date: January 23, 2007
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