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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
OceanFirst 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)
675 234108
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] 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).
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CUSIP No. 675 234108
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
OceanFirst Foundation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /_/
(b) /_/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,620,513
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 1,620,513
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,513
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4% of 13,024,204 shares of Common Stock outstanding
as of December 31, 2004.
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2 of 6 Pages
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OCEANFIRST FOUNDATION
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
OceanFirst Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
975 Hooper Aveune
Toms River, New Jersey 08754-2009
ITEM 2.
(a) Name of Person Filing:
OceanFirst Foundation
(b) Address of Principal Business Office or, if none, Residence:
1027 Hooper Avenue
Toms River, New Jersey 08753-8363
(c) Citizenship:
See Page 2, Item 4.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
(e) CUSIP Number:
See Page 1.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Items (a)-(j) are not applicable.
Page 3 of 6 Pages
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ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned: See Page 2, Item 9.
(b) Percent of class: See Page 2, Item 11.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Pursuant to the Foundation's Certificate of
Incorporation, the shares must be voted in the
same ratio as all other shares of common stock on
all proposals considered by stockholders.
(ii) Shared power to vote or to direct the vote:
See Page 2, Item 6.
(iii) Sole power to dispose or to direct the disposition of:
The gift instrument places certain limits on the
amount of common stock that can be disposed of by
the Foundation in any one year.
(iv) Shared power to dispose or to direct the disposition of:
See Page 2, Item 8.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
N/A
Page 4 of 6 Pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Page 5 of 6 Pages
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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.
February 10, 2005
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Date
/s/Michael J. Fitzpatrick
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Signature
Michael J. Fitzpatrick
Treasurer
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Name/Title
Page 6 of 6 Pages