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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)
December 28, 1998
COMMISSION FILE NO.: 0-28886
ROSLYN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-3333218
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(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
1400 Old Northern Boulevard, Roslyn, New York 11576
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 621-6000
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ITEM 5. OTHER EVENTS.
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On December 28, 1998 and December 30, 1998, Roslyn Bancorp, Inc. issued
press releases relating to the Agreement and Plan of Merger, dated as of May 25,
1998, by and between Roslyn Bancorp, Inc. and T R Financial Corp. Attached as
exhibits 99.1 and 99.2 are copies of the press releases filed on December 28,
1998 and December 30, 1998, respectively. These press releases are incorporated
by reference herein.
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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.
By: /s/ Joseph L. Mancino
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Joseph L. Mancino
Chairman of the Board and
Chief Executive Officer
Dated: December 31, 1998
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EXHIBIT LIST
Exhibit 99.1 Press Release, dated December 28, 1998
Exhibit 99.2 Press Release, dated December 30, 1998
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FOR IMMEDIATE RELEASE
CONTACT: INVESTORS
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Tormey Santolli
Roslyn Bancorp
516-621-6000 Extension 1228
MEDIA
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Donald W. Schuster
The Torrenzano Group, Ltd.
212-681-1700 Extension 103
ROSLYN BANCORP AFFIRMS STOCK EXCHANGE RATIO
FOR ACQUISITION OF T R FINANCIAL CORP.
ROSLYN, NY, Dec. 28, 1998 - Roslyn Bancorp, Inc. (RSLN), the holding company for
The Roslyn Savings Bank, today stated that its board of directors does not
intend to increase the stock exchange ratio for its acquisition of T R Financial
Corp. (ROSE) the holding company for Roosevelt Savings Bank. The exchange ratio
is 2.05 shares of Roslyn stock for 1.00 share of T R Financial.
Joseph L. Mancino, chairman, president and chief executive officer of Roslyn
stated the company's intention in a letter sent today on behalf of it's board to
John M. Tsimbinos, chairman and CEO of T R Financial. "We believe the exchange
ratio as stated in the proxy approved overwhelmingly by the stockholders of
Roslyn and T R Financial remains equitable to the stockholders of both
institutions," he wrote.
"Their best interests are served by maintaining the exchange ratio and
successfully concluding this merger. It will create a powerful new community
bank committed to enhancing stockholder value through well-managed growth," Mr.
Mancino continued. "We look forward to an affirmative response from the board of
directors of T R Financial and to ensuring value for the stockholders of our
combined institution as we enter a new era of growth."
The new bank will retain the Roslyn name, have $7.7 billion in assets, more than
$4.1 billion in deposits and 25 full-service banking locations. It will be the
fourth largest thrift institution based in New York State and among the leaders
in the nation.
The Roslyn Savings Bank operates 10 full-service banking locations in Nassau and
Suffolk counties on Long Island and 11 mortgage origination offices of Roslyn
National Mortgage Corporation in New York, New Jersey, Connecticut, Delaware and
Pennsylvania.
Statements contained in this news release which are not historical facts are
forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.
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FOR IMMEDIATE RELEASE
Contact: Tormey
Santolli
Investor
Relations
Extension
1228
ROSLYN BANCORP, INC. REAFFIRMS THAT IT WILL NOT INCREASE
EXCHANGE RATIO FOR T R FINANCIAL MERGER
ROSLYN, NEW YORK, DECEMBER 30, 1998 - Roslyn Bancorp, Inc. (NASDAQ:RSLN), today
reaffirmed that it will not increase the exchange ratio for its acquisition of
T R Financial Corp. (NASDAQ:ROSE) pursuant to the terms of the Merger Agreement.
The exchange ratio is 2.05 shares of Roslyn stock for each share of T R
Financial stock.
Joseph L. Mancino, Chairman, President and Chief Executive Officer of Roslyn,
stated that, pursuant to the terms of the Merger Agreement, Roslyn had received
a notice of termination of the Merger Agreement from T R Financial on December
29, 1998, based upon the fact that the Roslyn stock had under-performed an index
of other financial stocks during the period specified in the Merger Agreement.
The termination is subject to Roslyn's right to increase the exchange ratio in
accordance with a formula set forth in the Merger Agreement.
Mr. Mancino stated "We are disappointed that the T R Financial Board has elected
to exercise its right to send the notice of termination. Our Board of Directors
continues to believe that the exchange ratio negotiated in the Merger Agreement
and approved by the shareholders of both institutions is fair to, and in the
best interest of, the shareholders of both institutions."
Mr. Mancino noted that the T R Financial Board can withdraw its notice of
termination at any point under the terms of the Merger Agreement until January
24, 1999. "Our Board of Directors stands ready and willing to consummate the
Merger and sincerely hopes that the T R Financial Board will withdraw its notice
and proceed with the transaction."
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Statements contained in this news release which are not historical facts are
forward- looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.
Roslyn Bancorp, Inc.'s press releases are available by fax at no charge through
Business Wire's News-On-Demand service. For an index of Roslyn Bancorp, Inc.'s
press releases or to obtain a specific release, call (888) 329-4697 or visit us
on the worldwide web at:
http://www.roslynsavings.com.
