UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Investors Bancorp, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
46146P 10 2
--------------------------------------------------------------------------------
(CUSIP Number)
John J. Gorman, Esq.
Luse Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
--------------------------------------------------------------------------------
(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
June 16, 2008
-------------
(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. 46146P 10 2 13D Page 2 of 6 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investors Bancorp, MHC EIN: 22-3493933
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D) OR
2(e)
Not Applicable
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
--------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING
POWER
64,844,373
--------------------------------------------------------------------------------
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
--------------------------------------------------------------------------------
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
64,844,373
--------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,844,373
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
CUSIP NO. 46146P 10 2 13D Page 3 of 6 Pages
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.33%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
Item 1. Security and Issuer
----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, par value $0.01 per share ("Common Stock"), of Investors
Bancorp, Inc., a Delaware corporation (the "Issuer"). The address of the
Issuer's principal executive office is 101 JFK Parkway, Short Hills, New Jersey
07078.
Item 2. Identity and Background
--------------------------------
This Schedule is filed on behalf of Investors Bancorp, MHC, a New Jersey
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 101 JFK Parkway, Short Hills, New
Jersey 07078.
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
----------------------------------------------------------------------------------------------------------------------------------
Robert M. Cashill Retired
Kevin Cummings President and Chief Executive Officer of the Company
Doreen R. Byrnes Retired
Domenick A. Cama Executive Vice President and Chief Operating Officer of the Company
Thomas Splaine, Jr. Senior Vice President and Chief Financial Officer of the Company
Brian D. Dittenhafer Chairman of MBD Management Company
Patrick J. Grant Retired; Chairman of the Board of Directors of the Company
John A. Kirkpatrick Retired
Vincent D. Manahan III Attorney
Joseph H. Shepard III Retired
Rose Sigler Retired
Stephen J. Szabatin Retired
Richard Petroski Retired
----------------------------------------------------------------------------------------------------------------------------------
(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.
CUSIP NO. 46146P 10 2 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
----------------------------------------------------------
The Issuer was formed in 1997 for the purpose of becoming the stock holding
company of Investors Savings Bank (the "Bank") and the Company was formed in
1997 for the purpose of becoming the mutual holding company parent of the
Issuer. On October 11, 2005 and pursuant to the Issuer's Stock Issuance Plan
(the "Plan"), 63,099,781 shares of Common Stock were issued to the Company,
1,548,813 shares of Common Stock were issued to Investors Savings Bank
Charitable Foundation, and 51,627,094 shares of Common Stock were sold to
depositors and the tax-qualified employee stock benefit plans of the Bank (the
"Stock Offering"). On June 16, 2008, the Issuer issued 1,744,592 shares of
Issuer common stock to the Company based on the Appraised Valuation of Summit
Federal Bankshares, MHC ("Summit MHC") in connection with Issuer's acquisition
of Summit MHC, Summit Federal Bankshares, Inc. (Summit Bankshares") and Summit
Federal Savings Bank ("Summit Federal"), as described below.
Item 4. Purpose of Transaction
-------------------------------
On August 3, 2007, the Company and Summit MHC entered into an agreement and
plan of merger (the "Merger Agreement"). Pursuant to the Merger Agreement,
effective June 6, 2008, Summit MHC was merged into the Company, with the Company
surviving, and immediately thereafter, Summit Bankshares was merged into the
Issuer, with the Issuer surviving, and Summit Federal was merged into the Bank,
with the Bank surviving (collectively, the MHC Merger, the Holding Company
Merger and the Bank Merger are referred to as the "Merger").
Pursuant to the Merger Agreement, upon completion of the Merger, the Issuer
issued to the Company a number of shares of Issuer's common stock to reflect the
value of Summit MHC that was transferred, on behalf of Summit Federal
depositors, to the Company. The number of Issuer shares that were issued to the
Company equaled (i) the Appraised Valuation of Summit, divided by (ii) the
average of the closing sales price of a share of Issuer's common stock, as
reported on Nasdaq stock market, for the twenty (20) consecutive trading days
ending on the second trading day preceding the date as of which the shares were
issued.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
a. Upon completion of the issuance of the 1,744,592 shares of Issuer common
stock to the Company, as of June 16, 2008, the Company directly and beneficially
owned 64,844,373 shares of the Issuer's Common Stock, which represented 59.33%
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.
CUSIP NO. 46146P 10 2 13D Page 5 of 6 Pages
c. Other than the issuance to the Company of the shares of Issuer's Common
Stock as of June 16, 2008, 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
------------------------------------------------------------------------------
to Securities of the Issuer
---------------------------
As of the date of this Schedule, neither the Company nor any of the
Insiders are 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
-----------------------------------------
None.
CUSIP NO. 46146P 10 2 13D Page 6 of 6 Pages
SIGNATURE
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.
INVESTORS BANCORP, MHC
By: /s/ Kevin Cummings
------------------------------
Kevin Cummings
President and Chief Executive Officer
Date: June 25, 2008