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)

October 25, 2016

 

Prudential Bancorp, Inc.
(Exact name of registrant as specified in its charter)

 

Pennsylvania	000-55084	46-2935427
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 

1834 West Oregon Avenue, Philadelphia, Pennsylvania				19145
(Address of principal executive offices)			(Zip Code)

 

Registrant's telephone number, including area code

(215) 755-1500

 

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[X]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01

Other Events

As previously reported, on June 2, 2016, Prudential Bancorp, Inc. ("Prudential" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Polonia Bancorp, Inc. ("Polonia") pursuant to which Polonia will merge with and into Prudential, with Prudential surviving the merger (the "Merger").  In addition, Polonia Bank, a federally chartered savings bank and Polonia's wholly owned subsidiary, will merge with and into Prudential Saving Bank ("Prudential Bank"), a Pennsylvania-chartered savings bank and the wholly owned subsidiary of Prudential, with Prudential Bank as the surviving bank (the "Bank Merger").

On October 25, 2016, Prudential and Polonia jointly announced that Polonia had received the requisite approval of the Merger by the shareholders of Polonia upon presentation of the matter for a vote at a special meeting of Polonia's shareholders held on October 25, 2016. Prudential and Polonia also announced that the merger consideration election period expires November 23, 2016 and that, subject to satisfaction of customary closing conditions, the Merger is currently expected to close on November 30, 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Prudential previously announced on October 18, 2016 that it had received all required regulatory approvals to acquire Polonia and Polonia Bank from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities necessary for the consummation of the Merger and the Bank Merger.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company and Polonia, or other effects of the proposed Merger of the Company and Polonia. These forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company's control). The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements.

In addition to factors previously disclosed in the reports filed by the Company with the SEC and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the ability to satisfy other closing conditions to the Merger; delay in closing the Merger; difficulties and delays in integrating the Polonia business or fully realizing anticipated cost savings and other benefits of the Merger; business disruptions following the Merger; the strength of the United States economy in general and the strength of the local economies in which the Company and Polonia conduct their operations; general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan, investment and mortgage-backed securities portfolios, changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and fees; and the success of the Company at managing the risks involved in the foregoing.

 

 

 

 

 

 

Item 9.01		Financial Statements and Exhibits
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	The following exhibits are included with this Report:

	Exhibit No.		Description
	99.1		Press release regarding receipt of shareholder approval dated October 25, 2016

 

 

		PRUDENTIAL BANCORP, INC.
		By:	/s/Jack E. Rothkopf
		Name:	Jack E. Rothkopf
		Title:	Senior Vice President, Chief Financial Officer and   Treasurer
Date: October 25, 2016

 

 

 

 

EXHIBIT INDEX

 

 

	Exhibit No.		Description
	99.1		Press release regarding receipt of shareholder approval dated October 25, 2016