<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
-----------------
ROSLYN BANCORP, INC.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 0-28886 11-3333218
-------- --------- -----------
(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1400 Old Northern Boulevard, Roslyn, New York 11576
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 621-6000
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report.)
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The Registrant hereby amends the items, financial statements, exhibits or
other portions of its Current Report on Form 8-K dated February 16, 1999 and
filed on February 19, 1999 as set forth herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by T R Financial Corp. pursuant to the
Securities Exchange Act of 1934, as amended, and are incorporated by
reference in this Form 8-K/A. All documents that are as of December 31,
1997, 1996 and 1995 are incorporated from T R Financial Corp.'s Annual
Report on Form 10-K for the year ended December 31, 1997 filed with the
Commission on March 30, 1998. With the exception of the Consolidated
Statements of Changes in Stockholders' Equity for the Nine Months Ended
September 30, 1997, which is incorporated by reference from T R Financial
Corp.'s Quarterly Report on Form 10-Q for its third fiscal quarter ended
September 30, 1997 filed with the Commission on November 13, 1997, all
documents that are as of or for the Nine Months Ended September 30, 1998
and 1997 are incorporated by reference from T R Financial Corp.'s Quarterly
Report on Form 10-Q for its third fiscal quarter ended September 30, 1998
filed with the Commission on November 16, 1998.
(i) Consolidated Statements of Financial Condition as of December 31,
1997 and 1996 and as of September 30, 1998, and notes thereto.
(ii) Consolidated Statements of Income for the Years Ended December 31,
1997, 1996 and 1995 and for the Nine Months Ended September 30, 1998
and 1997, and notes thereto.
(iii) Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 1997, 1996 and 1995 and for the Nine Months
Ended September 30, 1998 and 1997, and notes thereto.
(iv) Consolidated Statements of Cash Flows for the Years Ended December
31, 1997, 1996 and 1995, and for the Nine Months Ended September 30,
1998 and 1997, and notes thereto.
(v) Independent Auditors' Report dated as of January 22, 1998 relating
to the consolidated statements of financial condition of T R
Financial Corp. and subsidiaries as of December 31, 1997 and 1996,
and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated by reference
to the T R Financial Corp. Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) The following pro forma financial information required to be included
herein pursuant to
2
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Article II of Regulation S-X is incorporated by reference to the
Registration Statement on Form S-4 (Registration No. 333-67359) filed by
Roslyn on November 16, 1998: Roslyn Bancorp, Inc. and T R Financial Corp.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for
the Years Ended December 31, 1997, 1996 and 1995, and related notes. The
balance of the pro forma financial information that is required to be
included herein pursuant to Article II of Regulation S-X is attached hereto
as Exhibit No. 99.2 and is incorporated herein by reference.
(c) Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of May 25, 1998,
by and between Roslyn Bancorp, Inc. and T R Financial
Corp./1/
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./2/
99.1 Press release issued on February 16, 1999./3/
99.2 Roslyn Bancorp, Inc. and T R Financial Corp. Unaudited
Pro Forma Condensed Combined Consolidated Statement of
Financial Condition as of September 30, 1998 and Roslyn
Bancorp, Inc. and T R Financial Corp. Unaudited Pro Forma
Condensed Combined Consolidated Statement of Income for
the Nine Months Ended September 30, 1998 and 1997, and
related notes.
_____________________
/1/ Incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-67359) filed by Roslyn on November 16, 1998.
/2/ Incorporated by reference to the Form 8-K (SEC File No. 0-28886)
filed by Roslyn on January 28, 1999.
/3/ Incorporated by reference to the Form 8-K (SEC File No. 0-28886)
filed by Roslyn on February 19, 1999.
3
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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: May 3, 1999 By: /s/ Joseph L. Mancino
-----------------------------
Joseph L. Mancino
Director, President and Chief
Executive Officer
4
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EXHIBIT 99.2 PRO FORMA FINANCIAL INFORMATION
5
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ROSLYN BANCORP, INC. AND TR FINANCIAL CORP.
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
AT SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
PRO FORMA ROSLYN
ROSLYN TR FINANCIAL ADJUSTMENTS PRO FORMA
---------- -------------- ------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS:
Cash and due from banks.................................... $ 38,246 $ 15,519 $ -- $ 53,765
Loans held for sale........................................ 88,692 -- -- 88,692
Securities available for sale.............................. 2,231,801 411,678 (2,366)/(1)(2)(3)/ 2,641,113
Securities held to maturity................................ 94,282 1,304,158 -- 1,398,440
Federal Home Loan Bank of New York Stock, at cost.......... -- 40,029 -- 40,029
Loans receivable held to investment:
Loans, net of unearned income and fees..................... 1,218,952 2,378,848 -- 3,597,800
Allowance for loan losses.................................. (24,779) (15,537) -- (40,316)
---------- ---------- ----------- ----------
Net loans.................................................. 1,194,173 2,363,311 3,557,484
---------- ---------- ----------- ----------
Premises and equipment, net................................ 18,126 12,426 30,552
Other assets............................................... 53,846 36,241 (1,143)/(1)(2)/ 88,944
---------- ---------- ----------- ----------
Total assets...................................... $3,719,166 $4,183,362 $ (3,509) $7,899,019
========== ========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Total deposits............................................. 2,045,777 2,141,726 -- 4,187,503
Borrowed funds............................................. 993,918 1,668,378 -- 2,662,296
Other liabilities.......................................... 87,611 107,058 44,476/(3)(4)/ 239,145
---------- ---------- ----------- ----------
Total liabilities.................................... 3,127,306 3,917,162 44,476 7,088,944
---------- ---------- ----------- ----------
Stockholders' Equity:
Common stock............................................... 436 227 128/(1)/ 791
Additional paid-in capital................................. 424,359 119,493 (35,038)/(1)(3)(4)/ 508,814
Retained earnings.......................................... 289,587 205,728 (75,798)/(4)/ 419,517
Unallocated common stock held by the Company's ESOP........ (50,667) (3,866) 3,866/(3)/ (50,667)
Unearned common stock held by the Company's Stock-Based
Incentive Plan.......................................... (32,472) (52) 52/(1)/ (32,472)
Accumulated other comprehensive income:
Net unrealized gain on securities available-for-sale,
net of tax........................................... 18,788 3,108 1,588/(1)(2)/ 23,484
Common stock held by the Bank's SERP....................... -- (2,126) 2,126/(3)/ --
Treasury stock............................................. (58,171) (56,312) 55,091/(1)/(2)/ (59,392)
---------- ---------- ----------- ----------
Total stockholders' equity........................... 591,860 266,200 (47,985) 810,075
---------- ---------- ----------- ----------
Total liabilities and stockholders' equity........... $3,719,166 $4,183,362 $ (3,509) $7,899,019
========== ========== =========== ==========
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)"
6
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ROSLYN BANCORP, INC. AND TR FINANCIAL CORP.
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
ROSLYN
ROSLYN TR FINANCIAL PRO FORMA
----------- ------------ -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Interest income............................................... $ 194,330 $ 215,596 $ 409,926
Interest expense.............................................. 118,937 139,587 258,524
----------- ----------- -------------
Net interest income........................................... 75,393 76,009 151,402
Provision for loan losses..................................... 750 750 1,500
----------- ----------- -------------
Net interest income after provision for loan losses........... 74,643 75,259 149,902
----------- ----------- -------------
Non-interest income........................................... 9,231 4,747 13,978
Net security gains............................................ 5,944 7,991 13,935
Non-interest expense.......................................... 32,857 34,761 67,618
----------- ----------- -------------
Income before provision for income taxes...................... 56,961 53,236 110,197
Provision for income taxes.................................... 17,997 21,180 39,177
----------- ----------- -------------
Net income.................................................... $ 38,964 $ 32,056 $ 71,020
=========== =========== =============
Pro forma weighted average shares outstanding:
Basic...................................................... 38,611,350 16,619,774 72,681,887/(5)/
Diluted.................................................... 38,614,206 17,437,117 74,360,296/(5)/
Earnings per share:
Basic...................................................... $1.01 $1.93 $0.98
Diluted.................................................... $1.01 $1.84 $0.96
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)"
7
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ROSLYN BANCORP, INC. AND TR FINANCIAL CORP.
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
ROSLYN
ROSLYN TR FINANCIAL PRO FORMA
---------- -------------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Interest income........................................... $ 162,585 $ 187,633 $ 350,218
Interest expense.......................................... 88,619 120,227 208,846
----------- ----------- -----------
Net interest income....................................... 73,966 67,406 141,372
Provision for loan losses................................. 450 675 1,125
----------- ----------- -----------
Net interest income after provision for loan losses....... 73,516 66,731 140,247
----------- ----------- -----------
Non-interest income....................................... 4,909 5,793 10,702
Net security gains........................................ 1,266 3,784 5,050
Non-interest expense...................................... 44,239 34,391 78,630
----------- ----------- -----------
Income before provision for income taxes.................. 35,452 41,917 77,369
Provision for income taxes................................ 11,487 16,707 28,194
----------- ----------- -----------
Net income................................................ $ 23,965 $ 25,210 $ 49,175
=========== =========== ===========
Pro forma weighted average shares outstanding:
Basic.................................................. 40,241,086 16,408,169 73,877,832(5)
Diluted................................................ 40,241,086 17,662,177 76,448,549(5)
Earnings per share:
Basic.................................................. $0.60 $1.54 $0.67
Diluted................................................ $0.60 $1.43 $0.64
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)"
8
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ROSLYN BANCORP, INC.
T R FINANCIAL CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(1) Pro forma adjustments to common stock and additional paid-in capital at
September 30, 1998, reflect the merger accounted for as a pooling-of-
interests through: (a) the reissuance of 225,000 shares of T R Financial
treasury stock with a book value of $2.5 million, or an average cost basis
of $11.05 per share, at $33.06 per share (the market price of Roslyn Common
Stock on September 30, 1998, multiplied by the exchange ratio), generating
proceeds of $7.4 million, which are assumed to be reinvested in securities
available-for-sale, and causing an increase of $5.0 million in additional
paid-in capital; (b) the retirement of the remaining 5,094,146 shares of
T R Financial Common Stock held in treasury stock, with a book value of
$56.3 million, or an average cost basis of $11.05 per share as of September
30, 1998, causing a decrease of $104,000 in common stock and a decrease of
$56.2 million in additional paid-in capital; (c) the retirement of an
additional 502,510 shares of T R Financial Common Stock held by Roslyn,
with a book value of $15.9 million, or an average cost basis of $31.71 per
share at September 30, 1998, causing decreases of $10,000 in common stock,
$15.9 million in additional paid-in capital, $13.4 million in securities
available-for-sale, and $1.1 million in deferred tax assets (other assets)
and an increase of $1.5 million in net unrealized gain on securities
available-for-sale; (d) the retirement of an additional 11,580 shares of
unawarded common stock held by T R Financial's Recognition and Retention
Plan and Trust, with a book value of $52,000, or an average cost basis of
$4.50 per share, at September 30, 1998, causing a decrease of $200 in
common stock and a decrease of $52,000 in additional paid-in capital; (e)
the exchange of 35,548,566 shares of Roslyn Common Stock at September 30,
1998 (using the exchange ratio of 2.05) for the outstanding shares of T R
Financial Common Stock, generating a $239,000 increase in common stock and
a $239,000 decrease in additional paid-in capital.
(2) The pro forma adjustment to the securities available-for-sale portfolio
reflects the return of 65,000 shares of Roslyn Common Stock with a carrying
value of $1.0 million at September 30, 1998, held by T R Financial, causing
an increase of $1.2 million in treasury stock and a $101,000 increase in
net unrealized gain on securities available-for-sale and a $72,000 decrease
in deferred tax assets (other assets).
(3) The pro forma adjustment to unallocated common stock held by the T R
Financial ESOP of $3.9 million reflects the satisfaction of T R Financial's
loan to the T R Financial ESOP. The proceeds from the loan's satisfaction
of $4.6 million are assumed to be reinvested in
9
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securities available-for-sale, with the $757,000 balance credited to
additional paid-in capital. The remaining unallocated shares held by the
T R Financial ESOP were allocated pursuant to the plan and converted to
Roslyn Common Stock at September 30, 1998 (using the market price of Roslyn
Common Stock on September 30, 1998, multiplied by the exchange ratio of
2.05 shares) and are included in the non-recurring merger and restructuring
charges ($29.2 million) which will be recognized upon consummation of the
transaction, causing a $29.2 million increase in additional paid-in
capital. T R Financial Common Stock held by the Roosevelt Savings SERP is
reflected as decreases of $2.1 million in accrued liabilities and $2.1
million in common stock held by the SERP.
(4) The pro forma condensed combined consolidated balance sheet reflects a non-
recurring merger and restructuring charge of approximately $81.6 million
(including the termination of the T R Financial ESOP), net of taxes, which
will be recognized upon consummation of the merger. Such charge will
reduce earnings per share for the period in which such charge is recognized
by approximately $1.13 (based on pro forma weighted average shares
outstanding of 72,681,887 for the nine months ended September 30, 1998). A
summary of the estimated merger and restructuring charges, including the
T R Financial ESOP, are as follows:
<TABLE>
<CAPTION>
TYPE OF COST ESTIMATED COSTS
------------ ---------------
<S> <C>
Merger Expenses $20,373
ESOP Termination Charge 29,195
Merger Related Compensation
and Severance Costs 33,308
Facility and Systems Costs 1,000
Other Merger Related Costs 1,000
-------
Total Pre-Tax Merger and Restructuring Charge 84,876
Less: Tax Effect 3,245
-------
Total Merger and Restructuring Charge After Tax $81,631
=======
</TABLE>
Merger expenses consist primarily of investment banking, legal and other
professional fees, and expenses associated with stockholder notification.
Merger related compensation and severance costs consist primarily of
employee severance, compensation arrangements, transitional staffing and
the related employee benefit expenses. Facility and system costs consist
primarily of lease termination charges and equipment write-offs resulting
from the consolidation of duplicate headquarters and operational
facilities. Also reflected are the costs associated with the cancellation
of certain data and item processing contracts and the conversion of
existing computer systems.
The effect of the merger restructuring charges (including the ESOP
described in Note 3) has been reflected in the pro forma condensed combined
consolidated balance sheet as of
10
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September 30, 1998 as an $81.6 million reduction in retained earnings, an
increase of $52.4 million in accrued liabilities and $29.2 million in
additional paid-in capital; however, since this charge is non-recurring, it
has not been reflected in the pro forma combined statements of income.
Although no assurance can be given, Roslyn expects that cost savings will
be achieved at an annual rate of approximately $26.0 million on a pre-tax
basis by the end of 1999 as a result of steps to be taken to integrate
operations and to achieve efficiencies in certain combined lines of
business. These anticipated merger cost savings were determined based upon
preliminary estimates provided by management of Roslyn. The pro forma
financial information does not give effect to these expected cost savings,
nor does it include any estimate of revenue enhancements that could be
realized with the merger. The merger and restructuring charges have been
calculated based on the closing sales price of the T R Financial Common
Stock and the Roslyn Common Stock as of September 30, 1998. The cost of the
merger and restructuring charges will be affected by fluctuations in the
market prices of T R Financial Common Stock and Roslyn Common Stock,
especially those charges relating to the termination of the T R Financial
ESOP and T R Financial's and Roslyn's investment banking fees. For example,
the termination charge for the T R Financial ESOP, as shown above, is
approximately $29.2 million when calculated based on Roslyn's closing sales
price as of September 30, 1998, as compared to approximately $24.6 million
when such charge is calculated based on the closing sales price of Roslyn
Common Stock as of February 16, 1999.
(5) The pro forma weighted average common and common equivalent shares for the
nine months ended September 30, 1998 and 1997 reflect the exchange ratio of
2.05 shares of Roslyn Common Stock for each of T R Financial Common Stock
and does not reflect the issuance of the 225,000 shares of T R Financial
Common Stock from treasury or the allocation of the unallocated shares of
T R Financial Common Stock held by the T R Financial ESOP. Prior to 1997,
Roslyn had no common stock outstanding.
Roslyn has been reviewing the investment securities portfolios of T R
Financial to determine the classification of such securities as either
available-for-sale or held-to-maturity in connection with Roslyn's existing
interest-rate risk position. As a result of this review, certain
reclassifications of T R Financial's investment securities may result. No
adjustments have been made to either the available-for-sale or the held-to-
maturity portfolios in the accompanying pro forma condensed combined
consolidated balance sheets to reflect any such reclassifications.
Such reclassifications will be accounted for in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities,"
which requires that securities transferred from held-to-maturity to
available-for-sale be transferred at fair value with any unrealized gain or
loss, net of taxes, at the date of transfer recognized as a separate
component of stockholders' equity.
The pro forma financial information presented has been prepared in
conformity with GAAP and prevailing practices within the financial services
industry. In accounting for the merger
11
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under GAAP, the assets and liabilities of T R Financial will be combined
with those of Roslyn at book value. The unaudited condensed combined
consolidated statements of income for the nine months ended September 30,
1998 and 1997 combine Roslyn and T R Financial at their respective periods.
Certain reclassifications have been included in the pro forma financial
statements to conform to Roslyn's presentation.
12
