0001193125-16-465053.txt : 20160216 0001193125-16-465053.hdr.sgml : 20160215 20160216153037 ACCESSION NUMBER: 0001193125-16-465053 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: GEORGE G. VILLERE GROUP MEMBERS: GEORGE V. YOUNG GROUP MEMBERS: ST. DENIS J. VILLERE II GROUP MEMBERS: ST. DENIS J. VILLERE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kearny Financial Corp. CENTRAL INDEX KEY: 0001617242 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89110 FILM NUMBER: 161427266 BUSINESS ADDRESS: STREET 1: 120 PASSAIC AVENUE CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: (973) 244-4500 MAIL ADDRESS: STREET 1: 120 PASSAIC AVENUE CITY: FAIRFIELD STATE: NJ ZIP: 07004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VILLERE ST DENIS J & CO LLC CENTRAL INDEX KEY: 0001113629 IRS NUMBER: 720343760 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 POYDRAS ST. STREET 2: SUITE 1808 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 504-525-0808 MAIL ADDRESS: STREET 1: 601 POYDRAS ST. STREET 2: SUITE 1808 CITY: NEW ORLEANS STATE: LA ZIP: 70130 FORMER COMPANY: FORMER CONFORMED NAME: VILLERE ST DENIS J & CO DATE OF NAME CHANGE: 20000505 SC 13G/A 1 d144166dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

KEARNY FINANCIAL CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48716P 10 8

(CUSIP Number)

December 31, 2015

Date of Event Which Requires Reporting

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.  48716P 10 8     Page 2 of 10

 

  (1)   

NAME OF REPORTING PERSON

 

St. Denis J. Villere & Company, L.L.C.

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Louisiana

Number of

Shares

beneficially

owned by

each

reporting

person

with:

    (5)    

SOLE VOTING POWER

 

4,692,063

   (6)   

SHARED VOTING POWER

 

4,692,063

   (7)   

SOLE DISPOSITIVE POWER

 

4,692,063

   (8)   

SHARED DISPOSITIVE POWER

 

4,692,063

  (9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,692,063 Shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

N/A

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.02 %

(12)  

TYPE OF REPORTING PERSON*

 

IA

CUSIP No.  48716P 10 8     Page 3 of 10

 

  (1)   

NAME OF REPORTING PERSON

 

George V. Young

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Louisiana

Number of

Shares

beneficially

owned by

each

reporting

person

with:

    (5)    

SOLE VOTING POWER

 

   (6)   

SHARED VOTING POWER

 

4,692,063

   (7)   

SOLE DISPOSITIVE POWER

 

   (8)   

SHARED DISPOSITIVE POWER

 

4,692,063

  (9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,692,063 Shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

N/A

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.02 %

(12)  

TYPE OF REPORTING PERSON*

 

IN

CUSIP No.  48716P 10 8     Page 4 of 10

 

  (1)   

NAME OF REPORTING PERSON

 

St. Denis J. Villere II

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Louisiana

Number of

Shares

beneficially

owned by

each

reporting

person

with:

    (5)    

SOLE VOTING POWER

 

   (6)   

SHARED VOTING POWER

 

4,692,063

   (7)   

SOLE DISPOSITIVE POWER

 

   (8)   

SHARED DISPOSITIVE POWER

 

4,692,063

  (9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,692,063 Shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

N/A

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.02 %

(12)  

TYPE OF REPORTING PERSON*

 

IN

CUSIP No.  48716P 10 8     Page 5 of 10

 

  (1)   

NAME OF REPORTING PERSON

 

St. Denis J. Villere III

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Louisiana

Number of

Shares

beneficially

owned by

each

reporting

person

with:

    (5)    

SOLE VOTING POWER

 

   (6)   

SHARED VOTING POWER

 

4,692,063

   (7)   

SOLE DISPOSITIVE POWER

 

   (8)   

SHARED DISPOSITIVE POWER

 

4,692,063

  (9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,692,063 Shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

N/A

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.02 %

(12)  

TYPE OF REPORTING PERSON*

 

IN

CUSIP No.  48716P 10 8     Page 6 of 10

 

  (1)   

NAME OF REPORTING PERSON

 

George G. Villere

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Louisiana

Number of

Shares

beneficially

owned by

each

reporting

person

with:

    (5)    

SOLE VOTING POWER

 

   (6)   

SHARED VOTING POWER

 

4,692,063

   (7)   

SOLE DISPOSITIVE POWER

 

0

   (8)   

SHARED DISPOSITIVE POWER

 

4,692,063

  (9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,692,063 Shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

N/A

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.02 %

(12)  

TYPE OF REPORTING PERSON*

 

IN

CUSIP No.  48716P 10 8     Page 7 of 10

 

SCHEDULE 13G

ITEM 1.

(a)-(b) This Schedule 13G relates to shares of Common Stock (the “Shares”) of KEARNY FINANCIAL CORP., a United States corporation (the “Issuer”), whose principal executive offices are located at 120 Passaic Avenue, Fairfield, New Jersey 07004.

ITEM 2.

(a) This Statement is filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

  1. St. Denis J. Villere & Company, L.L.C. (“Villere”);

 

  2. George V. Young;

 

  3. St. Denis J. Villere II;

 

  4. St. Denis J. Villere III;

 

  5. George G. Villere.

Each of the Reporting Persons is party to that certain Joint Filing Agreement, attached hereto as Exhibit A. Villere is a registered investment advisor which beneficially owns Shares in various accounts under its management and control. Messrs. G. Young, S. Villere II, S. Villere III and G. Villere serve as members of Villere.

(b) The principal business office of Reporting Persons is located at 601 Poydras St., Suite 1808, New Orleans, Louisiana 70130.

(c) Villere is a Louisiana limited liability company. Messrs. Young, Villere, Villere, and Villere are citizens of the United States of America.

(d) Title of Class of Securities: Common Stock.

(e) CUSIP Number: 48716P 10 8.

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

  

¨

  

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

  

¨

  

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)  

  

¨  

  

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

CUSIP No.  48716P 10 8     Page 8 of 10

 

 

(d)  

  

¨  

  

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

  

x

  

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

  

¨

  

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

  

¨

  

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

  

¨

  

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

  

¨

   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 

(j)

  

¨

  

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

ITEM 4. Ownership.

(a) and (b) Amount beneficially owned and Percent of Class:

As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 4,692,063 Shares of Common Stock which equates to approximately 5.02 % of the outstanding Shares (the percentage of Shares of Common Stock owned being based upon 93,528,092 Shares outstanding at 12/30/2015 as set forth in the Issuer’s Form 10-Q for 12/31/2015). Villere has direct beneficial ownership of the Shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management agreements.

Each of Messrs. Young, S. Villere II, S. Villere III and G. Villere, as members of Villere, may be deemed the beneficial owners of the 4,692,063 Shares beneficially owned by Villere, which represents approximately 5.02 % of the issued and outstanding Shares. Messrs. Young, S. Villere II, S. Villere III and G. Villere disclaim beneficial ownership of such Shares.

(c) Power to vote or dispose.

Villere has the power to vote 4,692,063 Shares and the power to dispose of 4,692,063 Shares.

 

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6. Ownership of More than Five Percent on Behalf of another Person.

Not applicable.

 

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

CUSIP No.  48716P 10 8     Page 9 of 10

 

ITEM 8. Identification and Classification of Members of the Group.

Villere is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Villere has voting and dispositive power. Each of Messrs. Young, S. Villere II, S. Villere III and G. Villere has a controlling interest in Villere.

 

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

 

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: 2/15/2016

 

  ST. DENIS J. VILLERE & COMPANY, L.L.C.
By:  

/s/ George Young

Name:         George Young
Title:       Member

[Signature page continues on next page]

CUSIP No.  48716P 10 8     Page 10 of 10

 

  GEORGE V. YOUNG
 

/s/ George Young

  ST. DENIS J. VILLERE II
 

/s/ St. Denis J. Villere II

  ST. DENIS J. VILLERE III
 

/s/ St. Denis J. Villere III

  GEORGE G. VILLERE
 

/s/ George Villere