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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)
January 23, 1999
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 (IRS Employer or
Incorporation 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 January 23, 1999, Roslyn Bancorp, Inc., a Delaware corporation ("RBI"),
announced that it had entered into the First Amendment, dated as of January 23,
1999 (the "Amended Merger Agreement"), to the Agreement and Plan of Merger,
dated as of May 25, 1998, (the "Merger Agreement"), with T R Financial Corp., a
Delaware corporation ("TRFC"). TRFC is a bank holding company that owns
Roosevelt Savings Bank, a New York State chartered stock savings bank. The
Amended Merger Agreement provides, among other things, that RBI agrees to cause
five members of the TRFC Board of Directors, selected by TRFC and acceptable to
RBI, who are so willing to serve, to be elected or appointed as directors of RBI
and The Roslyn Savings Bank at, or as promptly as practicable after, the
effective time of the Merger. A copy of the Amended Merger Agreement is
attached hereto as Exhibit 2.1.
In addition, the Amended Merger Agreement provides that the Merger
Agreement may be terminated and the merger abandoned at or prior to the
effective date of the merger by RBI or TRFC, if its Board of Directors so
determines by vote of a majority of the members of its entire board, in the
event that the merger is not consummated by February 28, 1999 (the "Initial
Termination Date"); provided, that if, as of such date, all necessary regulatory
or governmental approvals, consents or waivers required to consummate the
transactions contemplated hereby shall not have been obtained but all other
conditions to the consummation of the merger (other than the delivery of
executed documents at the closing) shall be fulfilled, the Initial Termination
Date shall be extended to March 31, 1999, unless the failure to so consummate by
such time is due to the breach of any representation, warranty or covenant
contained in the Merger Agreement by the party seeking to terminate.
Pursuant to the Merger Agreement, each share of TRFC common stock, par
value $.01 per share ("TRFC Common Stock"), issued and outstanding immediately
prior to the Effective Time (as defined in the Merger Agreement) will be
converted into and become the right to receive 2.05 shares of RBI common stock,
par value $.01 per share ("RBI Common Stock"), except for (i) shares of TRFC's
common stock held directly or indirectly by RBI, other than shares held in a
fiduciary capacity in satisfaction of a debt previously contracted, (ii) shares
held by TRFC as treasury stock and (iii) unallocated shares held in TRFC's
Recognition and Retention Plan for Officers, which shall be canceled. Each
holder of TRFC Common Stock who would otherwise be entitled to receive a
fraction of a share of RBI Common Stock will receive an amount in cash equal to
the product arrived at by multiplying such fraction of a share of RBI Common
Stock by the Roslyn Market Value, as defined in the Merger Agreement.
The Merger will be structured as a tax-free reorganization and will be
accounted for as a pooling-of-interests. Consummation of the Merger remains
subject to the satisfaction of certain customary closing conditions and is
anticipated to occur in February.
RBI and TRFC publicly announced the Amended Merger Agreement in a press
release dated January 24, 1999, a copy of which is attached hereto as Exhibit
99.1.
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The foregoing description is qualified in its entirety by reference to the
Amended Merger Agreement and the Merger Agreement. A copy of the Amended Merger
Agreement is attached hereto as Exhibit 2.1.
Item 6.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Business Acquired.
Not applicable
b. Pro Forma Financial Information.
Not applicable
c. Exhibits: The following Exhibits are filed as part of this report:
Exhibit No. Description
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2.1 First Amendment to Agreement and Plan of Merger, dated
as of January 23, 1999, by and between Roslyn Bancorp,
Inc. and T R Financial Corp.
99.1 Press Release issued January 24, 1999.
Item 8.
Not applicable.
Item 9.
Not applicable.
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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: January 28, 1999
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LIST OF EXHIBITS
Exhibit No. Description
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2.1 First Amendment to Agreement and Plan of Merger, dated
as of January 23, 1999, by and between Roslyn Bancorp,
Inc. and T R Financial Corp.
99.1 Press Release issued January 24, 1999.
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EXHIBIT 2.1
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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.
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First Amendment to Agreement and Plan of Merger
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First Amendment, dated as of January 23, 1999 ("Amendment"), to the
Agreement and Plan of Merger, dated as of May 25, 1998 ("Merger Agreement"), by
and between Roslyn Bancorp, Inc. ("RBI") and T R Financial Corp. ("TRFC").
Introductory Statement
RBI and TRFC have entered into the Merger Agreement, and, pursuant to
Section 8.3 of the Merger Agreement, the parties thereto may from time to time
amend or modify the Merger Agreement in accordance with the provisions of
Section 8.3.
The Board of Directors of RBI and TRFC have approved and authorized
this Amendment, and all actions necessary or appropriate to make this Amendment
a valid agreement enforceable according to its terms have been taken and the
execution and delivery of this Amendment by RBI and TRFC have in all respects
been duly authorized by RBI and TRFC, respectively.
In consideration of their mutual promises and obligations hereunder,
RBI and TRFC hereby agree that, effective as of the date first written above,
the Merger Agreement shall be, and it hereby is, amended as follows:
1. Section 4.13(a) of the Merger Agreement is amended by replacing the
word "four" with the word "five" in both places where such word appears.
2. Section 4.13(b) of the Merger Agreement is amended by deleting the
phrase "as well as an employment agreement with each of two additional executive
officers of TRFC to be determined by RBI and TRFC" and by adding the following
sentence at the end thereof:
At the Effective Time, RBI shall enter into mutually acceptable
employment agreements with each of A. Gordon Nutt and Dennis E.
Henchy, with a period of employment of one year and with the titles
and base compensation set forth in Section 4.13(e) hereof.
3. A new Section 4.13(e) shall be added to the Merger Agreement, which
shall read as follows:
(e) As of the Effective Time, A. Gordon Nutt shall be elected or
appointed as the Executive Vice President and Special Transition
Officer of RBI and RBI Bank and shall receive a base salary at an
annual rate of no less than $200,000 per year. As of the Effective
Time, Dennis E. Henchy shall be elected or appointed as Senior Vice
President and Director of Corporate Strategic Planning of RBI and RBI
Bank and shall receive a base salary at an annual rate of no less than
$150,000 per year.
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4. Section 4.16(b)(ii) of the Merger Agreement is amended by adding the
following language at the end of the first sentence:
; provided, however, that if the Closing Date shall occur after
December 31, 1998, the participants in the Performance Compensation
Plan and Performance Compensation Program shall be paid the full
amount due under the Plan and the Program for 1998 on or before
December 31, 1998, and the participants shall be paid an additional
amount on the Closing Date equal to the amount paid for 1998
multiplied by a fraction, the numerator of which is the number of days
in 1999 through the Closing Date of the Merger and the denominator of
which is 365. The total of such additional amounts to be paid on the
Closing Date shall not exceed, in the aggregate, $400,000, and if the
aggregate amount payable under the immediately preceding sentence
would otherwise exceed $400,000, the amount payable to each
participant shall be reduced proportionately so that the aggregate
amount so payable shall not exceed $400,000.
5. Section 4.17 of the Merger Agreement is amended by adding the
following sentence after the last sentence of Section 4.17:
Service on the Advisory Board will, for purposes of the TRFC Option
Plans and the RBI 1997 Stock-Based Incentive Plan, be treated as
service for RBI and/or RBI Bank for all such purposes, except to the
extent such treatment would prevent RBI's receipt of a letter from its
independent certified public accountants to the effect that the Merger
shall be qualified to be treated as a pooling-of-interests for
accounting purposes, as contemplated by Section 5.1(f) of this
Agreement.
6. A new Section 4.20 shall be added to the Merger Agreement, which shall
read as follows:
Section 4.20. TRFC Employee Stock Ownership Plan.
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Notwithstanding anything in this Agreement to the contrary, the T R
Financial Corp. Employee Stock Ownership Plan ("ESOP") shall be
terminated effective as of the Closing Date, after giving effect to
Section 16 of the ESOP.
7. Section 6.1(d) of the Merger Agreement is amended by replacing
"January 31, 1999" with "February 28, 1999."
8. Section 6.1(e) of the Merger Agreement is deleted in its entirety.
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9. Unless otherwise expressly defined in this Amendment or the context
otherwise requires, capitalized and other terms for which meanings are provided
in the Merger Agreement shall have such meanings when used in this Amendment.
10. Except as set forth in this Amendment, all other terms, covenants,
provisions and conditions of the Merger Agreement shall remain in full force and
effect.
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In Witness Whereof, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
Roslyn Bancorp, Inc.
By: /s/ Joseph L. Mancino
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Joseph L. Mancino
Chairman of the Board, President and
Chief Executive Officer
T R Financial Corp.
By: /s/ John M. Tsimbinos
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John M. Tsimbinos
Chairman of the Board and
Chief Executive Officer
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EXHIBIT 99.1
[ROSLYN BANCORP, INC. LOGO APPEARS HERE]
1400 Old Northern Boulevard, Roslyn, NY 11576-2154
(TEL: (516) 621-6000
FOR IMMEDIATE RELEASE January 24, 1999
For Information Contact:
Roslyn Bancorp, Inc.
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Michael P. Puorro
Senior Vice President & CFO
(516) 621-6000 Ext. 1224
T R Financial Corp.
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Theodore S. Ayvas
Vice President
Investor Relations
(516) 739-4219
(516) 739-4203
Roslyn Bancorp, Inc. and T R Financial Corp. (Roosevelt Savings) Jointly
Announce Decision to Go Forward with Merger Creating Fourth Largest Thrift in
New York State
ROSLYN, NY AND GARDEN CITY, NY, January 24, 1999 - Roslyn Bancorp, Inc.
(NASDAQ-RSLN), the holding company for The Roslyn Savings Bank, and T R
Financial Corp. (NASDAQ-ROSE), the holding company for Roosevelt Savings Bank,
announced today that T R Financial's Board of Directors has withdrawn the notice
delivered to Roslyn on December 29, 1998
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to terminate the Agreement and Plan of Merger, dated as of May 25, 1998, by and
between Roslyn and T R Financial. As a result of the withdrawal, Roslyn and T R
Financial will go forward with the proposed merger, and T R Financial's
stockholders will receive 2.05 shares of Roslyn common stock for each share of
T R Financial common stock held. The closing of the merger is expected to take
place in February, subject to the satisfaction of customary closing conditions.
Joseph L. Mancino, Chairman, President and Chief Executive Officer of
Roslyn Bancorp, Inc. stated, "We are excited about this combination of two
strong community-minded financial institutions. This merger will provide Roslyn
with the market share necessary to significantly capitalize on cross-selling our
array of products and quality services to our customers. We will have $7.7
billion in assets, more than $4.1 billion in deposits, and 25 full-service
banking locations. This significantly strengthens and expands the Roslyn
franchise. Roslyn now becomes one of the top 10 banks in deposit market share
in Brooklyn, Queens, Nassau and Suffolk counties, whose combined populations
exceed that of 39 individual states across the nation. In addition, Roslyn is
now fifth in deposit market share in Nassau County which is part of the third
highest statistical area in terms of median household income in the nation."
Commenting on the decision to withdraw the termination notice and
consummate the merger with Roslyn, John M. Tsimbinos, T R Financial's Chairman
and CEO, stated that "After a careful review of all relevant factors and
Roslyn's continued favorable operating-performance and long-term prospects, our
Board determined that the transaction with Roslyn will provide our stockholders
with significant value."
Mr. Mancino added, "We are extremely pleased to welcome the customers and
stockholders of T R Financial Corp. and Roosevelt Savings Bank to the Roslyn
family. While I will remain President and CEO of Roslyn and Chairman of the
Board, President and CEO of Roslyn Savings, Roslyn also welcomes John Tsimbinos,
Chairman and Chief Executive Officer of both T R Financial Corp. and Roosevelt
Savings Bank as Chairman of Roslyn Bancorp, Inc. and Vice Chairman of Roslyn
Savings." In addition to Mr. Tsimbinos, Mr. Mancino stated that Maureen E.
Clancy, Leonard Genovese, A. Gordon Nutt and Spiros J. Voutsinas, all currently
directors of T R Financial Corp. and Roosevelt Savings Bank, will become
directors of both Roslyn Bancorp, Inc. and The Roslyn Savings Bank. Mr. Mancino
further noted that complimenting the existing Roslyn Senior Management Team,
Mr. Nutt, T R Financial's President and CAO will be appointed to the newly
created position of Executive Vice President and Special Transition Officer of
Roslyn, and Dennis Henchy, T R Financial's Executive Vice President and CFO will
join Roslyn as the Senior Vice President and Director of Corporate Strategic
Planning. Mr. Tsimbinos said, "Such actions will enable Roslyn to take advantage
of the substantial experience and expertise of these individuals, who were so
instrumental in causing the value of T R Financial common stock to rise more
than 800% in the six years since its initial public offering in June, 1993."
Mr. Mancino said, "Our integration plans are complete, projected cost savings
will be realized, and our system conversion will be accomplished by February 22,
1999. Overall, we are confident that this transaction represents an excellent
opportunity for long-term stockholder value while improving the quality and
availability for services for our customers and communities."
Roslyn Bancorp, Inc. and The Roslyn Savings Bank are headquartered in
Roslyn, NY. The
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Roslyn Savings Bank operates 10 full-service banking locations in Nassau and
Suffolk counties on Long Island and 14 mortgage origination offices of Roslyn
National Mortgage Corporation in New York, New Jersey, Connecticut, Delaware,
Pennsylvania, Virginia and Maryland.
T R Financial Corp. and Roosevelt Savings Bank are headquartered in Garden
City, New York. Roosevelt Savings Bank services its customers from 15 full-
service banking facilities located throughout Nassau, Suffolk, Brooklyn and
Queens.
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
companies 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.
T R Financial Corp.'s press releases are available at no charge through PR
Newswire's Company News On-Call fax service and on PR Newswire's Web Site. For
a menu of T R Financial Corp.'s press releases or to retrieve a specific
release, call (800) 758-5804, extension 755889, or http://www.prnewswire.com on
the Internet.
