<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1998
Registration No. 333-67359
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------------------
ROSLYN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 6036 11-3333218
(State or Other Jurisdiction of (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
1400 OLD NORTHERN BOULEVARD
ROSLYN, NEW YORK 11576
(516) 621-6000
(Address, including Zip Code and Telephone Number,
including Area Code, of Registrant's Principle Executive Offices)
JOSEPH L. MANCINO
CHIEF EXECUTIVE OFFICER
1400 OLD NORTHERN BOULEVARD
ROSLYN, NEW YORK 11576
(516) 621-6000
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent for Service)
------------------------------------------------------
COPIES TO:
DOUGLAS P. FAUCETTE, ESQ. DOUGLAS J. MCCLINTOCK, ESQ.
MULDOON, MURPHY & FAUCETTE THACHER PROFFITT & WOOD
5101 WISCONSIN AVENUE, N.W. TWO WORLD TRADE CENTER, 39TH FLOOR
WASHINGTON, D.C. 20016 NEW YORK, NEW YORK 10048
(202) 362-0840 (212) 912-7400
------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [_]
Registration fee previously paid.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 of Roslyn Bancorp, Inc. (No. 333-67359) filed on November 16, 1998 (the
"Registration Statement") is being filed to amend Exhibit 23.7 to the
Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 25, 1998, by and
between Roslyn Bancorp, Inc. and T R Financial Corp. is included as
Annex A to the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
3.1 Certificate of Incorporation of Roslyn Bancorp, Inc. (1).
3.2 Bylaws of Roslyn Bancorp, Inc. (1).
4.1 Roslyn Bancorp, Inc. Specimen Stock Certificate (1).
5.1 Opinion of Muldoon, Murphy & Faucette regarding legality.*
8.1 Opinion of Muldoon, Murphy & Faucette regarding tax matters.*
8.2 Opinion of Thacher Proffitt & Wood regarding tax matters.*
10.1 Stock Option Agreement, dated as of May 25, 1998, by and between T R
Financial Corp. and Roslyn Bancorp, Inc. is included as Annex B to
the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
10.2 Stock Option Agreement, dated as of May 25, 1998, by and between
Roslyn Bancorp, Inc. and T R Financial Corp. is included as Annex C
to the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
10.3 Form of Employment Agreement between Roslyn Savings Bank and
Joseph L. Mancino and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and Joseph L. Mancino (1).
10.4 Form of Employment Agreement between Roslyn Savings Bank and John R.
Bransfield, Jr. and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and John R. Bransfield, Jr. (1).
II-1
<PAGE>
10.5 Form of Employment Agreement between Roslyn Savings Bank and
Michael P. Puorro and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and Michael P. Puorro (1).
10.6 Form of Employment Agreement between Roslyn Savings Bank and John L.
Klag and Form of Employment Agreement between the Roslyn Bancorp,
Inc. and John L. Klag (1).
10.7 Form of Employment Agreement between Roslyn Savings Bank and
Arthur W. Toohig and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and Arthur W. Toohig (1).
10.8 The Roslyn Savings Bank Employee Severance Compensation Plan (1).
10.9 Management's Supplemental Executive Retirement Plan (1).
10.10 Employee Stock Ownership Plan and Trust (1).
10.11 Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan (2).
11.0 Statement Re: Computation of Per Share Earnings (3).
21.1 Subsidiaries of the Registrant (1).
23.1 Consent of Muldoon, Murphy & Faucette (included in Exhibit 5.1
hereto).*
23.2 Consent of Muldoon, Murphy & Faucette (included in Exhibit 8.1
hereto).*
23.3 Consent of Thacher Proffitt & Wood (including in Exhibit 8.2
hereto).*
23.4 Consent of KPMG Peat Marwick LLP, Independent Auditors for Roslyn
Bancorp, Inc.*
23.5 Consent of KPMG Peat Marwick LLP, Independent Auditors for T R
Financial Corp.*
23.6 Consent of Sandler O'Neill & Partners, L.P.*
II-2
<PAGE>
23.7 Consent of Goldman, Sachs & Co.
24.1 Powers of Attorney (see the signature page to this Form S-4
Registration Statement).*
99.1 Opinion of Sandler O'Neill & Partners, L.P. is included as Annex D to
the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
99.2 Opinion of Goldman, Sachs & Co. is included as Annex E to the Joint
Proxy Statement/Prospectus which is part of this Registration
Statement.*
99.3 Consent of Person to be Named as Director of Roslyn Bancorp, Inc.*
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
None.
99.4 Telephone Voting Instruction Sheet for Roslyn Bancorp, Inc.
Registered Stockholders.*
____________________
(1) Incorporated by reference into this document from the Exhibits filed
with the Registration Statement on Form S-1 and any amendments
thereto, Registration No. 333-10471 filed with the SEC on August 20,
1996.
(2) Incorporated by reference into this document from the Appendix to the
Proxy Statement for the Annual Meeting of Stockholders held on
July 22, 1997, filed with the SEC on June 6, 1997.
(3) Incorporated by reference into this document from the Roslyn
Bancorp's Report on Form 10-Q for the quarter ended June 30, 1998,
filed with the SEC on August 13, 1998.
* Previously filed.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the Town of
Roslyn, State of New York, on November 20, 1998.
ROSLYN BANCORP, INC.
By: /s/ Joseph L. Mancino
---------------------
Joseph L. Mancino
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated on November 20, 1998.
NAME TITLE
---- -----
/s/ Joseph L. Mancino Chairman of the Board,
- ------------------------------------- President and
Joseph L. Mancino Chief Executive Officer (principal
executive officer)
/s/ John R. Bransfield, Jr. Vice President and
- ------------------------------------- Director
John R. Bransfield, Jr.
/s/ Michael P. Puorro Treasurer and Chief
- ------------------------------------- Financial Officer
Michael P. Puorro (principal financial and accounting
officer)
/s/ Floyd N. York Director
- -------------------------------------
Floyd N. York
/s/ Victor C. McCuaig Director
- -------------------------------------
Victor C. McCuaig
/s/ John P. Nicholson Director
- -------------------------------------
John P. Nicholson
<PAGE>
/s/James E. Swiggett Director
- ------------------------------------
James E. Swiggett
/s/ Robert G. Freese Director
- ------------------------------------
Robert G. Freese
/s/ Thomas J. Calabrese, Jr. Director
- ------------------------------------
Thomas J. Calabrese, Jr.
/s/ Edward W. Martin, Jr. Director
- ------------------------------------
Dr. Edward W. Martin, Jr.
/s/ Richard C. Webel Director
- ------------------------------------
Richard C. Webel
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of May 25, 1998, by and between
Roslyn Bancorp, Inc. and T R Financial Corp. is included as Annex A to
the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
3.1 Certificate of Incorporation of Roslyn Bancorp, Inc. (1).
3.2 Bylaws of Roslyn Bancorp, Inc. (1).
4.1 Roslyn Bancorp, Inc. Specimen Stock Certificate (1).
5.1 Opinion of Muldoon, Murphy & Faucette regarding legality.*
8.1 Opinion of Muldoon, Murphy & Faucette regarding tax matters.*
8.2 Opinion of Thacher Proffitt & Wood regarding tax matters.*
10.1 Stock Option Agreement, dated as of May 25, 1998, by and between T R
Financial Corp. and Roslyn Bancorp, Inc. is included as Annex B to the
Joint Proxy Statement/Prospectus which is part of this Registration
Statement.*
10.2 Stock Option Agreement, dated as of May 25, 1998, by and between
Roslyn Bancorp, Inc. and T R Financial Corp. is included as Annex C to
the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
10.3 Form of Employment Agreement between Roslyn Savings Bank and Joseph L.
Mancino and Form of Employment Agreement between the Roslyn Bancorp,
Inc. and Joseph L. Mancino (1).
10.4 Form of Employment Agreement between Roslyn Savings Bank and John R.
Bransfield, Jr. and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and John R. Bransfield, Jr. (1).
10.5 Form of Employment Agreement between Roslyn Savings Bank and
Michael P. Puorro and Form of Employment Agreement between the Roslyn
Bancorp, Inc. and Michael P. Puorro (1).
10.6 Form of Employment Agreement between Roslyn Savings Bank and John L.
Klag and Form of Employment Agreement between the Roslyn Bancorp, Inc.
and John L. Klag (1).
10.7 Form of Employment Agreement between Roslyn Savings Bank and Arthur W.
Toohig and Form of Employment Agreement between the Roslyn Bancorp,
Inc. and Arthur W. Toohig (1).
10.8 The Roslyn Savings Bank Employee Severance Compensation Plan (1).
10.9 Management's Supplemental Executive Retirement Plan (1).
10.10 Employee Stock Ownership Plan and Trust (1).
<PAGE>
10.11 Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan (2).
11.0 Statement Re: Computation of Per Share Earnings (3).
21.1 Subsidiaries of the Registrant (1).
23.1 Consent of Muldoon, Murphy & Faucette (included in Exhibit 5.1
hereto).*
23.2 Consent of Muldoon, Murphy & Faucette (included in Exhibit 8.1
hereto).*
23.3 Consent of Thacher Proffitt & Wood (including in Exhibit 8.2 hereto).*
23.4 Consent of KPMG Peat Marwick LLP, Independent Auditors for Roslyn
Bancorp, Inc.*
23.5 Consent of KPMG Peat Marwick LLP, Independent Auditors for T R
Financial Corp.*
23.6 Consent of Sandler O'Neill & Partners, L.P.*
23.7 Consent of Goldman, Sachs & Co.
24.1 Powers of Attorney (see the signature page to this Form S-4
Registration Statement).*
99.1 Opinion of Sandler O'Neill & Partners, L.P. is included as Annex D to
the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
99.2 Opinion of Goldman, Sachs & Co. is included as Annex E to the Joint
Proxy Statement/Prospectus which is part of this Registration
Statement.*
99.3 Consent of Person to be Named as Director of Roslyn Bancorp, Inc.*
99.4 Telephone Voting Instructions Sheet for Roslyn Bancorp, Inc.
Registered Stockholders.*
_______________________
(1) Incorporated by reference into this document from the Exhibits filed
with the Registration Statement on Form S-1 and any amendments
thereto, Registration No. 333-10471 filed with the SEC on August 20,
1996.
(2) Incorporated by reference into this document from the Appendix to the
Proxy Statement for the Annual Meeting of Stockholders held on
July 22, 1997, filed with the SEC on June 6, 1997.
(3) Incorporated by reference into this document from the Roslyn Bancorp's
Report on Form 10-Q for the quarter ended June 30, 1998, filed with the
SEC on August 13, 1998.
* Previously filed.
<PAGE>
EXHIBIT 23.7
November 16, 1998
Board of Directors
T R Financial Corp.
1122 Franklin Ave.
Garden City, New York 11530
Re: Registration Statement on Form S-4 of Roslyn Bancorp, Inc. relating to the
Common Stock, par value $.01 per share, of Roslyn Bancorp, Inc. being
registered in connection with the below defined Merger.
Ladies and Gentlemen:
Attached is our opinion letter dated November 16, 1998 with respect to the
fairness from a financial point of view to the holders of the outstanding shares
of Common Stock, par value $.01 per share (the "Shares"), of T R Financial Corp.
(the "Company") of the exchange ratio of 2.05 shares of Common Stock, par value
$.01 per share of Roslyn Bancorp, Inc. ("Roslyn"), to be received for each Share
pursuant to the merger (the "Merger") contemplated by the Agreement and Plan of
Merger, dated as of May 25, 1998, between Roslyn and the Company.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referred Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "SUMMARY -- Opinions of Financial Advisors -- T R
Financial,""THE MERGER -- Opinion of T R Financial's Financial Advisor", "THE
MERGER -- Background of the Merger", "THE MERGER -- Recommendation of the
T R Financial Board; T R Financial's Reasons for the Merger" and to the
inclusion of the foregoing opinion as Appendix E to the Joint Proxy
Statement/Prospectus included in the above referenced Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
- -------------------------
(GOLDMAN, SACHS & CO.)
