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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) February 16, 1999
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ROSLYN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28886 11-3333218
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) 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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Not Applicable
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(Former name or former address, if changed since last report.)
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Items 1, 3, 4, 6, 8 and 9. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
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As of 11:59 p.m. on February 16, 1999 (the "Effective Time"), the merger of
Roslyn Bancorp, Inc., a Delaware corporation ("Roslyn"), and T R Financial
Corp., a Delaware corporation ("T R Financial"), was completed with Roslyn as
the surviving corporation, pursuant to an Agreement and Plan of Merger, dated as
of May 25, 1998, by and between Roslyn and T R Financial as amended on January
23, 1999 (the "Merger Agreement"). In addition, on February 16, 1999 Roosevelt
Savings Bank, a New York State-chartered savings bank ("Roosevelt"), merged with
and into The Roslyn Savings Bank, a New York State-chartered savings bank
("Roslyn Bank"), with Roslyn Bank being the surviving corporation, pursuant to
the Merger Agreement and the related Plan of Bank Merger, dated as of May 25,
1998, by and between Roslyn Bank and Roosevelt. The Boards of Directors of
Roslyn and Roslyn Bank now consist of all of the respective directors of Roslyn
and Roslyn Bank immediately prior to the Effective Time, and John M. Tsimbinos
(former Chairman and Chief Executive Officer of T R Financial and Roosevelt), A.
Gordon Nutt (former President and Chief Administrative Officer and a Director of
T R Financial and Roosevelt), Maureen E. Clancy, Spiros J. Voutsinas, and
Leonard Genovese (all three of whom were former Directors of T R Financial and
Roosevelt), each of whom was appointed to the Boards of Directors of Roslyn and
Roslyn Bank pursuant to the Merger Agreement.
Pursuant to the Merger Agreement, each outstanding share of T R Financial
common stock, par value $0.01 per share ("T R Financial Common Stock"), has been
converted into the right to receive 2.05 shares of Roslyn common stock, par
value $0.01 per share ("Roslyn Common Stock"); provided, however, that no
fraction of a whole share of Roslyn Common Stock will be issued. Instead,
Roslyn shall pay an amount of cash, rounded to the nearest cent, to each holder
of T R Financial Common Stock who would otherwise be entitled to a fractional
share of Roslyn Common stock. As of the Effective Time, shares of T R Financial
Common Stock that were owned by T R Financial as treasury stock, that were
unallocated shares held in T R Financial's Management Recognition and Retention
Plan for Executive Officers or T R Financial's Management Recognition and
Retention Plan for Non-Employee Directors or that were held directly or
indirectly by Roslyn other than in a fiduciary capacity or in satisfaction of a
debt previously contracted were canceled and retired. No payment will be made
with respect to such shares of T R Financial Common Stock.
Each holder of options to purchase shares of T R Financial Common Stock
that have been issued by T R Financial and are outstanding at the Effective Time
("T R Financial Options") have been converted into options to purchase shares of
Roslyn Common Stock equal to 2.05 multiplied by the number of shares of T R
Financial Common Stock issuable upon exercise of the T R Financial Options
immediately prior to the Effective Time, such product to be rounded to the
nearest whole share of Roslyn Common stock. The exercise price per share of
each converted T R Financial Option is equal to the quotient of the exercise
price of such T R Financial Option at the Effective Time divided by 2.05, such
quotient to be rounded to the
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nearest whole cent. A total of 1,746,876 T R Financial Options were converted
into options to purchase a maximum of 3,581,096 shares of Roslyn Common Stock at
an exercise price ranging from $2.20 to $17.07 depending on the exercise price
of the original underlying T R Financial Option. As a result of the transaction,
the aggregate number of shares of Roslyn Common Stock that may be issued to
former stockholders of T R Financial and upon the exercise of converted T R
Financial Options is 3,581,096.
The Merger was consummated after satisfaction of certain conditions,
including but not limited to (i) approval of the Merger Agreement by the
stockholders of Roslyn at a special meeting of stockholders held on December 22,
1998; (ii) approval of the Merger Agreement by the stockholders of T R Financial
at a special meeting of stockholders held on December 22, 1998 and (iii) the
receipt of all requisite regulatory approvals.
Pursuant to the Merger Agreement, as amended, Roslyn appointed six (6)
members of T R Financial's Board of Directors as members of a newly formed
advisory board of Roslyn (the "Advisory Board"). The function of the Advisory
Board is to advise Roslyn and its subsidiaries on deposit and lending activities
in T R Financial 's former market area and to maintain and develop customer
relations.
Item 5. Other Events.
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On February 16, 1999, Roslyn Bancorp, Inc. (the "Company") issued a
press release which reported the closing of the merger with T R Financial.
The press release announcing the closing of the merger is attached as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) As of the date of this filing, it is impracticable to provide
financial statements for Roslyn or T R Financial. The required financial
statements will be filed as soon as possible and in no event later than May 3,
1999.
(b) As of the date of this filing, it is impracticable to provide pro
forma financial information required pursuant to Article 11 of Regulation S-X.
The required pro forma financial information will be filed as soon as possible
and in no event later than May 3, 1999.
(c) Exhibits. The following Exhibits are filed as part of this
report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of May 25, 1998,
by and between Roslyn Bancorp, Inc. and T R Financial
Corp.*
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2.2 First Amendment, dated as of January 23, 1999, to the
Agreement and Plan of Merger, dated as of May 25, 1998,
by and between Roslyn Bancorp, Inc. and T R Financial
Corp.**
99.1 Press release issued on February 16, 1999.
*Incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-67359 filed by Roslyn on November 16, 1998.
**Incorporated by reference to the Form 8-K (SEC File No. 0-28886) filed
by Roslyn on January 28, 1999.
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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.
ROSLYN BANCORP, INC.
Dated: February 18, 1999 By: /s/ Joseph L. Mancino
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Joseph L. Mancino
Vice Chairman of the Board,
President and Chief Executive Officer
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Exhibit 99.1
Exhibit 99.1 Press Release
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[LOGO OF ROSLYN
BANCORP, INC. ]
1400 Old Northern Boulevard, Roslyn, NY 11576-2154 * TEL: (516) 621-6000
FOR IMMEDIATE RELEASE
Contact: Tormey Santolli
Investor Relations
Extension 1228
ROSLYN BANCORP, INC. COMPLETES ACQUISITION
OF T R FINANCIAL CORP.
Creating Fourth Largest New York Thrift with $7.7 Billion in Assets
Roslyn, New York, February 17, 1999 - Roslyn Bancorp, Inc. (NASDAQ:RSLN), the
holding company for The Roslyn Savings Bank, today announced the completion of
its acquisition of T R Financial Corp. (ROSE) and its wholly owned subsidiary,
Roosevelt Savings Bank.
T R Financial shareholders will receive 2.05 shares of Roslyn common stock for
each share of T R Financial common stock they own. The acquisition of T R
Financial by Roslyn was approved by the shareholders of both institutions at
respective special meetings on December 22, 1998. The transaction will be
accounted for as a pooling of interests.
The combined 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.
Joseph L. Mancino, the Chief Executive Officer of both Roslyn Bancorp and The
Roslyn Savings Bank, said, "We are excited about the opportunities this combined
company represents and are pleased to welcome our new stockholders, customers
and employees to the Roslyn family. We also welcome five additional new Board
members from T R Financial Corp. I am pleased to report that our systems
conversion will be finalized within the week. This project contributes
significantly to the realization of the projected cost saves and reaffirms our
commitment to the enhancement of shareholder value."
Mr. Mancino will serve as both President and Chief Executive Officer of Roslyn
Bancorp and as Chairman, President and Chief Executive Officer of The Roslyn
Savings Bank.
John M. Tsimbinos, former Chairman and Chief Executive Officer of T R Financial
Corp. and Roosevelt Savings Bank will hold the title of Chairman of Roslyn
Bancorp and Vice Chairman of The Roslyn Savings Bank. Mr. Tsimbinos stated, "I
am totally committed to Roslyn's success, as the largest individual shareholder
of Roslyn Bancorp stock."
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Roslyn's management includes John R. Bransfield, Jr., Sr. Executive Vice
President and Chief Operating Officer, John L. Klag, Executive Vice President
and Investment Officer, Nancy C. MacKenzie, Executive Vice President and Chief
Information Officer, Daniel L. Murphy, Executive Vice President and Retail
Banking Officer, and Michael P. Puorro, Executive Vice President and Chief
Financial Officer. A. Gordon Nutt, former President of Roosevelt Savings Bank
joins as Executive Vice President and Special Transition Officer.
"With a year of record earnings and mortgage originations, a talented management
team and exciting new opportunities ahead, it is clear Roslyn is exceptionally
well positioned to maximize its substantial capacity for growth," Mr. Mancino
concluded.
Roslyn is now one of the top 10 banks in deposit market share in Kings, Queens,
Nassau and Suffolk Counties, whose combined populations exceed that of 39
individual states. In addition, Roslyn is now fifth in deposit market share in
Nassau County. Nassau is part of the third highest statistical area in terms of
median household income in the nation.
In addition to 25 full-service banking offices, The Roslyn Savings Bank operates
15 mortgage origination offices of Roslyn National Mortgage Corporation in New
York, New Jersey, Connecticut, Delaware, Pennsylvania, Virginia, Maryland, and
Tennessee.
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.
