-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYHxZ6hpXgkhINidxLjvFEWWDk1kYvAy5+fgqZ0Nwu54tJ+ARf7eu32rLfuQi+vd DYiLdZ03xXShTJZ33YW8dQ== 0001065407-08-000339.txt : 20080527 0001065407-08-000339.hdr.sgml : 20080526 20080527154759 ACCESSION NUMBER: 0001065407-08-000339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080522 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL BANCORP INC OF PENNSYLVANIA CENTRAL INDEX KEY: 0001302324 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 680593604 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51214 FILM NUMBER: 08860728 BUSINESS ADDRESS: STREET 1: 1834 OREGON AVENUE CITY: PHILADELPHIA STATE: PA ZIP: 19145 BUSINESS PHONE: (215) 755-1500 MAIL ADDRESS: STREET 1: 1834 OREGON AVENUE CITY: PHILADELPHIA STATE: PA ZIP: 19145 8-K 1 form8k.htm FORM 8-K form8k.htm
 


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)
May 22, 2008
 
   
   
Prudential Bancorp, Inc. of Pennsylvania
(Exact name of registrant as specified in its charter)
   
   
Pennsylvania
000-51214
  68-0593604
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
1834 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, former address and former fiscal year, 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):
 
[  ]
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 disclosed, on October 4, 2006, Stilwell Value Partners I, L.P. ("Stilwell") filed suit  ("Stilwell Suit”) in the United States District Court for the Eastern District of Pennsylvania against Prudential Mutual Holding Company (the "MHC"), Prudential Bancorp, Inc. of Pennsylvania (the "Company") and each of the directors of the MHC and the Company individually seeking equitable relief including (i) enjoining the Company and the directors from allowing the MHC to participate in any shareholder vote to consider the adoption of proposed stock option and stock recognition and retention plans (collectively, the "Stock Plans") and (ii) enjoining MHC from participating in any shareholder vote to approve the Stock Plans. Alternatively, in the event that the MHC and the Company were not enjoined, Stilwell sought damages, the amount to be determined at trial.
 
Stilwell alleged that the Company's prospectus used to solicit offers to purchase shares of the Company's common stock in connection with the mutual holding reorganization of Prudential Savings Bank "promised" that the Stock Plans would be submitted for consideration only by the Company's public shareholders and not by the MHC, which controls a majority of the Company's issued and outstanding shares of common stock, and that Stilwell relied on such promise in determining to invest in the common stock of the Company (a "promissory estoppel" claim). Stilwell also alleged that the individual directors violated their fiduciary duties to Stilwell by delaying the consideration of the Stock Plans until such time that MHC could control the shareholder vote on the Stock Plans, thereby assuring their approval by shareholders. In addition, Stilwell asserted claims for "unjust enrichment" and for "disenfranchisement." On November 20, 2006, the Company, the MHC and the director defendants filed a motion to dismiss the complaint, asserting, among other things, that the prospectus contained no "promise," implied or otherwise, that the MHC would never vote on the adoption of the Stock Plans and that the breach of fiduciary duty claim, with respect to the timing of any such vote, was legally insufficient. On August 15, 2007, the Court ruled that there was no express promise of the sort that would support a promissory estoppel claim, no "unconscionability" of the sort that would support an unjust enrichment claim, and no "fundamental unfairness" of the sort that would support a claim for "disenfranchisement." The Court also ruled that Stilwell did not have standing to assert claims for breach of fiduciary duty against the directors individually.  Accordingly, the Court dismissed all of the claims against the Company and the individual directors and all but one of the claims against the MHC. The Court dismissed the claims with prejudice, which prevents Stilwell from reasserting such claims in amended form.
 
In the one claim remaining after the August 15, 2007 opinion, Stilwell alleged that the MHC had breached duties it owed as the majority shareholder of the Company in connection with the timing of the shareholder vote on the Stock Plans, and would breach such duties, were it to vote for approval of the plans.  Both Stilwell and MHC moved for a summary judgment on the claim.  On April 25, 2008, Stilwell’s motion was denied and MHC’s motion was granted in part.  Stilwell asked the Court to reconsider its ruling.  On May 21, 2008, the Court denied Stilwell’s motion for reconsideration.  The next day, Stilwell voluntarily dismissed its claim against the MHC with prejudice, which prevents Stilwell from reasserting such claim.
 
 

 
On May 14, 2008, Stilwell delivered to the Company a written demand that the Company take steps to require the directors of the Company to faithfully discharge their fiduciary duties of loyalty and good faith owed to the Company and to prevent them from acting contrary to those duties by implementing the Stock Plans without the approval of a majority of the minority shareholders.  Stilwell also demanded that the directors be required to reimburse the Company for the sums expended in defending the Stilwell Suit.  Finally, Stilwell demanded that the Company’s board of directors require director John Judge to resign or be removed because, in the opinion of Stilwell, he is no longer able to function as a director due to health reasons. The Company’s board is evaluating Stilwell’s demands and anticipates responding to them in the near future.
 
Item      9.01
Financial Statements and Exhibits
   
 (a)
Not applicable.
   
 (b)
Not applicable.
   
 (c)
Not applicable.
   
 (d)
Not applicable.
 

 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
     
     
     
 
By:
/s/Joseph R. Corrato                
   
Name:
Joseph R. Corrato
   
Title:
Executive Vice President
  and Chief Financial Officer
   
Date:  May 27, 2008
 

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