ROSLYN BANCORP INC
8-K, 1999-02-08
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE> 1


                                  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) January 26, 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.)





<PAGE> 2



ITEM 5.  OTHER EVENTS.
         ------------

      On January 26, 1999, Roslyn Bancorp, Inc. (the "Company"), issued a press
release which reported earnings for the fiscal year and quarter ended December
31, 1998.

      A press release announcing the Company's year and fourth quarter earnings
is attached as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ---------------------------------------

      Exhibit 99.1 Press Release dated January 26, 1999.


                                   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 8, 1999                  By: /s/ Joseph L. Mancino
                                              ----------------------------------
                                              Joseph L. Mancino
                                              Chairman of the Board and Chief
                                               Executive Officer





                                      2

<PAGE> 1




EXHIBIT 99.1     PRESS RELEASE



<PAGE> 2


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. REPORTS RECORD QUARTERLY AND ANNUAL EARNINGS

         QUARTERLY EARNINGS OF $13.4 MILLION UP 42.6% FROM $9.4 MILLION
                EARNINGS PER SHARE OF $0.35 UP 45.8 % FROM $0.24

       TWELVE MONTH EARNINGS OF $52.4 MILLION UP 56.9% FROM $33.4 MILLION
                 EARNINGS PER SHARE OF $1.36 UP 63.9% FROM $0.83

     FOURTH CONSECUTIVE RECORD QUARTER OF LOAN ORIGINATIONS - $364.9 MILLION
                   A 160.6% INCREASE FROM PRIOR YEAR'S QUARTER


ROSLYN, NEW YORK,  JANUARY 26, 1999 - Roslyn Bancorp,  Inc.  (NASDAQ:RSLN),  the

holding  company for The Roslyn Savings Bank,  today reported record earnings of

$13.4  million,  or $0.35 per share,  for the quarter  ended  December 31, 1998,

representing increases of 42.6% and 45.8%,  respectively,  from the $9.4 million

in net  income,  or $0.24 per  share,  reported  for the  comparable  prior year

period.  Core  earnings  per share  for the  quarter  ended  December  31,  1998

increased  25.9% to $0.34 per share,  compared to $0.27 for the 1997  comparable

period.  Basic  and  diluted  per  share  amounts  are the same for all  periods

presented.


Net income for the twelve  months  ended  December  31, 1998 was a record  $52.4

million, or $1.36 per share, as compared with $33.4 million, or $0.83 per share,

for the  corresponding  period in 1997. 


<PAGE> 3


The  Company's  reported  earnings  for the quarter and year ended  December 31,

1997, include charges of $2.3 million and $2.7 million, respectively, after-tax,

for settlement of asserted claims including  professional  fees related thereto.

Additionally,  net income for the year ended  December 31, 1997  includes a $7.4

million  after-tax  non-recurring  charge  relating to the funding of The Roslyn

Savings  Foundation  (a  charitable  foundation  formed by the  Company  for the

benefit of the  communities it serves).  Excluding  such charges,  the Company's

reported  earnings for the quarter and year ended December 31, 1997,  were $11.7

million  and $43.4  million,  respectively,  or $0.29 and $1.08 per share.  This

represents  an  earnings  per  share  increase  for 1998 of  20.7%,  and  25.9%,

respectively, from the 1997 period.


The  Company's  return on average  equity and assets for the  December  31, 1998

quarter was 9.13% and 1.44%,  compared  to 6.13% and 1.07% for the 1997  period.

Based on cash  earnings,  the return on average equity and assets was 10.43% and

1.64% for the quarter ended  December 31, 1998. For the  corresponding  periods,

the Company's cash  efficiency  ratio was 34.42% and 43.13%.  Loan  originations

increased  160.6% to $364.9  million for the fourth  quarter  1998,  compared to

$140.0 million in the 1997 fourth quarter.


Commenting  on the  Company's  record  results,  Joseph  L.  Mancino,  Chairman,

President and Chief Executive  Officer stated,  "Roslyn's record earnings,  both

for the  quarter  and the year,  are  indicative  of the  success in meeting our

financial and strategic  objectives.  We have  continued our earnings  momentum,

evidenced by double digit growth in both earnings per share and return on equity

for both the quarter and year ended  December 31, 1998.  Equally  important,  we

have  accomplished  increases  in core  earnings per share the past two quarters

without the financial benefit of a stock repurchase program."


                                       2

<PAGE> 4



QUARTERLY CASH EARNINGS - $15.4 MILLION

Cash earnings  represent the amount by which tangible equity changes each period

due to operating  results.  Cash  earnings  include  reported  earnings plus the

non-cash charges for goodwill  amortization and amortization relating to certain

employee stock benefit plans. The Company's performance on a cash earnings basis

is an important analytical measure for investors or potential  investors,  since

tangible equity  generation can be utilized to repurchase  stock,  pay dividends

and support greater asset and franchise growth.


For the quarter ended December 31, 1998,  the Company  earned $15.4 million,  or

$0.41 per share, in cash earnings,  increasing  tangible equity by an additional

$2.0  million,  or 14.3%,  as compared to  reported  earnings of $13.4  million.

Compared to the fourth quarter in 1997, cash earnings increased $3.8 million, or

32.6%, and cash earnings per share have increased $0.12, or 41.4%.


RECORD LOAN ORIGINATIONS

Roslyn experienced its fourth  consecutive  quarter of record loan originations.

For the quarter ended December 31, 1998, the Company's loan originations reached

$364.9 million, a 160.6% increase over the prior year's  corresponding  quarter.

During the past twelve months, the Company has more than doubled its 1997 record

level of annual loan originations. Mr. Mancino stated, "We have made substantial

progress in enhancing our asset generation  capabilities through Roslyn National

Mortgage Corporation.  This has been accomplished while continuing record levels

in core earnings growth."


                                       3

<PAGE> 5



SIXTH CONSECUTIVE QUARTERLY DIVIDEND INCREASE

Consistent  with Roslyn's  commitment to providing  shareholder  value,  and its

capacity  for  exceptional  earnings,  the  Board  of  Directors  increased  the

quarterly dividend for the sixth consecutive quarter. The Board of Directors, at

their  November  20, 1998  meeting,  declared a quarterly  dividend of $0.11 per

share, which was paid on December 14, 1998 to shareholders of record on December

2, 1998.


BRANCH OPENINGS

On November 30,  1998,  Roslyn  opened  full-service  offices in  Oceanside  and

Smithtown, New York. Currently,  deposits aggregated in excess of $37 million in

these  offices  and have  surpassed  expectations.  "The  success of our de novo

strategy  has  been  substantiated  by the  outstanding  performance  of our new

branches.  This  strategy  will continue to be an integral part of the Company's

growth initiatives," stated Mr. Mancino.


Additionally,  Roslyn  National  Mortgage  Corporation  has  expanded  its  loan

origination network by opening four additional  mortgage  origination offices in

Virginia,  New Jersey,  Maryland and New York. The mortgage  company  intends to

continue  increasing  its  loan  production  capabilities  and  market  share by

expanding  its  geographic  reach  through  both  internal  growth and  possible

acquisitions.


PROPOSED ACQUISITION OF T R FINANCIAL CORP.

On May 26,  1998,  the  Board of  Directors  of  Roslyn  Bancorp,  Inc.  and T R

Financial  Corp.,  the holding company for Roosevelt  Savings Bank announced the

signing  of a  definitive  agreement  to  merge  the  holding  companies  in  an

exchange-of-stock  transaction.  During the quarter ended  December 31, 1998 the

companies received all required regulatory  approvals and mailed proxy materials

to shareholders to consider the proposed  merger.  


                                       4

<PAGE> 6


On December 22, 1998, each of the companies  shareholders  voted  overwhelmingly

endorsing the transaction.


On January 24, 1999, the Board of Directors of Roslyn  Bancorp,  Inc.  announced

the  Companies  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  is  expected to take place in

February 1999, subject to the satisfaction of customary closing conditions.


"We are excited about this combination of two strong community-minded  financial

institutions,"  stated Mr.  Mancino.  "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."


REVIEW OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998


SIGNIFICANT IMPROVEMENT IN NET INTEREST INCOME

Net  interest  income for the quarter  ended  December 31, 1998  increased  $1.6

million, or 6.5% to $26.2 million from the corresponding prior year quarter. The

increase in net  interest  income was  attributable  


                                       5

<PAGE> 7


to the increase in average  interest-earning assets resulting from growth in the

balances of mortgage loans and debt and equity securities, partially offset by a

decrease in mortgage-backed securities.


Further  contributing to net interest  income growth,  was an improvement in the

Company's  net  interest  rate  spread to  2.05%,  reflecting  a 16 basis  point

increase  from the  prior  year  quarter.  On a linked  quarter  basis,  the net

interest rate spread  increased 31 basis points from 1.74% recorded in the third

quarter of 1998. The net interest margin remained relatively  unchanged at 2.87%

for the 1998 quarter as compared to 2.85% for the prior year quarter.


POSITIVE TREND IN NON-INTEREST INCOME

Non-interest  income,  excluding  securities gains, totaled $3.0 million for the

quarter ended December 31, 1998, a 91.7% increase over the $1.6 million reported

for the prior year's  corresponding  quarter.  The increase  was  primarily  the

result of a $1.1 million increase in income from mortgage banking  operations in

connection  with  management's  decision to increase  sales of newly  originated

loans into the secondary  market,  and to a lesser extent, an increase in retail

service  fees  directly  related  to the  Company's  enhanced  checking  account

products.


Due to the current low rate environment, the Company expects to continue to sell

the majority of its  residential  originations  into the secondary  market in an

effort to manage its interest  rate risk and  increase its income from  mortgage

banking operations.


CONTINUED CONTROL OF NON-INTEREST EXPENSE

General and administrative expenses,  increased $2.5 million, or 26.5%, to $11.9

million for the quarter ended December 31, 1998. The increase primarily reflects

additional commission and other 


                                       6

<PAGE> 8



compensation  costs associated with the increased  volume of loan  originations,

and to a lesser extent, an increase in office occupancy expense.  The efficiency

ratio for the quarter  ended  December 31, 1998,  was 40.58%,  as compared  with

50.88% for the comparable 1997 quarter.


REVIEW OF RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998


RECORD EARNINGS

The Company  earned a record $52.4 million for the twelve months ended  December

31,  1998,  an  increase  of $19.0  million,  or 56.9%,  from the $33.4  million

reported for the prior year's  corresponding  twelve  month  period.  The record

earnings for the twelve  months ended  December 31, 1998 resulted in a return on

average equity and assets of 8.75% and 1.40%,  compared to 6.57% and 1.29%,  for

the twelve months ended December 31, 1997. Excluding the aforementioned  charges

for  settlement  of asserted  claims and funding the  Foundation,  reported  net

income for the year ended December 31, 1997 would have been $43.4 million.


IMPROVED NET INTEREST INCOME

Net interest income  increased $3.0 million,  or 3.1%, to $101.6 million for the

twelve months ended December 31, 1998 over the comparable  period last year. The

increase  in net  interest  income  was  attributable  to the  growth in average

interest-earning  assets to $3.65 billion for the twelve  months ended  December

31,  1998  from  $3.08  billion  for the  1997  period,  partially  offset  by a

corresponding  decrease in the average yield to 7.09% from 7.31%.  The growth in

interest-earning  assets was funded by  increases  in deposits  and  borrowings,

along with re-invested cash flows.

                                       7

<PAGE> 9


RECORD LEVEL OF NON-INTEREST INCOME

Non-interest income increased $10.1 million, or 108.9%, to $19.3 million for the

twelve  months ended  December 31, 1998,  as compared  with $9.2 million for the

comparable  period last year.  The increase was  primarily  the result of a $4.6

million increase in income from mortgage banking operations,  and a $4.4 million

increase in gains on the sale of securities,  and to a lesser extent,  by a $1.0

million increase in real estate operations.


NON-INTEREST EXPENSE

General and administrative  expenses increased $4.4 million,  or 11.0%, to $44.3

million for the twelve  months ended  December  31, 1998.  The increase in 1998,

primarily   reflects  a  full  year  of  costs  associated  with  the  Company's

stock-related  benefit  plans  established  in the third  quarter  of 1997,  and

additional commission and other compensation costs associated with the increased

volume  of loan  originations,  and to a lesser  extent  an  increase  in office

occupancy expense.


The overall decrease in the Company's non-interest expense for the twelve months

ended  December 31, 1998, as compared with the 1997 period,  relates to one-time

charges  incurred  in the prior  year's  corresponding  period of $12.7  million

associated  with the funding of The Roslyn  Savings  Foundation and $4.6 million

related to the  settlement  of asserted  claims and  professional  fees  related

thereto.


The Company's  efficiency  ratio  improved to 39.15% for the twelve months ended

December 31, 1998, as compared with 42.33% for the comparable  1997 period.  For

the twelve months ended December 31, 1998,  Roslyn's efficiency ratio, on a cash

earnings   basis,   improved  to  31.53%,   as  compared  with  36.98%  for  the

corresponding   1997  period.   The  1997  ratios  include  the  effect  of  the

aforementioned  settlement  of asserted  claims and  professional  fees  related

thereto.  


                                       8

<PAGE> 10



BALANCE SHEET SUMMARY 

Total assets at December  31, 1998  increased to $3.74  billion,  or 3.7%,  from

$3.60 billion at December 31, 1997, due primarily to an increase in the mortgage

loan portfolio, funded substantially through deposit growth and a redirection of

cash flows from securities.  Loans, net, increased $303.4 million,  or 30.5%, to

$1.30 billion as compared with $993.6 at prior year end.


The  allowance  for possible  loan losses  totaled $24.8 million at December 31,

1998,  and  represented  2.04% of loans.  The provision for possible loan losses

increased to $750,000 for the twelve months ended December 31, 1998, as compared

with $600,000 for the prior corresponding period.  Management assesses the level

and adequacy of the allowance  for possible loan losses based on the  evaluation

of known and inherent risks in the loan portfolio and upon  continuing  analysis

of the factors underlying the quality of the loan portfolio.


Total deposits  increased $128.6 million,  or 6.6%, to $2.07 billion at December

31, 1998, as compared to $1.94  billion at December 31, 1997.  This increase was

primarily  the  result of  continued  growth in  Roslyn's  newest  core  deposit

products,  Quantam  Savings,  Free Checking and Charter  Money Market.  Borrowed

funds  decreased $7.0 million to $959.5 million at December 31, 1998 as compared

with $966.5 million for the prior year end.


Stockholders'  equity  decreased $29.4 million to $598.9 million at December 31,

1998 from $628.3  million at December 31, 1997.  This decrease is principally do

to the  repurchase  of  2,242,500  shares  of the  Company's  common  stock  and

dividends paid of $15.7 million during the twelve months ended December 31, 1998

and  a  decrease  of  $18.5  million  in  net  unrealized  gains  on  securities

available-for-sale,  net of taxes, to $14.4 million.  Offsetting these decreases

are the  twelve  months  earnings  of $52.4  


                                       9

<PAGE> 11


million, and the amortization of unallocated and unearned shares of common stock

held by the Company's  stock-related  benefit  plans.  At December 31, 1998, the

book value per share amounted to $14.47.


Roslyn Bancorp,  Inc. is the holding company for The Roslyn Savings Bank,  which

operates ten full service  banking  locations in Nassau and Suffolk  counties on

Long  Island  and  fourteen  mortgage  origination  offices  of Roslyn  National

Mortgage  Corporation  (a  wholly-owned  subsidiary of The Roslyn  Savings Bank)

operating  in  New  York,  New  Jersey,  Connecticut,   Delaware,  Pennsylvania,

Virginia, and Maryland.


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.


                                       10


<PAGE> 12

<TABLE>
<CAPTION>

                                               ROSLYN BANCORP, INC.
                                                   (NASDAQ:RSLN)
                                  (IN THOUSANDS, EXCEPT RATIOS AND SHARE AMOUNTS)

                                                                                     DECEMBER 31,                DECEMBER 31,
SELECTED FINANCIAL CONDITION DATA                                                        1998                        1997
- ---------------------------------                                                                                          
                                                                                  --------------------          -------------------
<S>                                                                               <C>                            <C>        
    Money market investments..............................................        $     38,000                   $         -
    Securities available-for-sale.........................................           2,235,283                     2,350,826
    Securities held-to-maturity...........................................              68,786                       202,123
    Loans, net of unearned income (1).....................................           1,297,032                       993,603
    Allowance for possible loan losses....................................              24,779                        24,029
    Total loans, net (1)..................................................           1,272,253                       969,574
    Intangible assets.....................................................               2,449                         2,906
    Total assets..........................................................           3,735,032                     3,601,079
    Deposits..............................................................           2,070,831                     1,942,245
    Borrowed funds........................................................             959,469                       966,451
    Total stockholders' equity............................................             598,898                       628,335
    Book value per share..................................................               14.47                         14.40

SELECTED FINANCIAL DATA
- -----------------------
  CAPITAL (2):
- --------------
     Risk based capital
       Tier 1.............................................................               23.18   %                     26.34  %
       Total..............................................................               24.43   %                     27.60  %

     Common shares outstanding at the end of the period...................          41,399,959                    43,642,459

  ASSET QUALITY RATIOS AND DATA:
  ------------------------------
     Non-performing assets as a percent of total assets...................                0.18    %                     0.18  %
     Non-performing loans as a percent of loans...........................                0.50    %                     0.66  %
     Allowance for possible loan losses as a percent of loans.............                2.04    %                     2.46  %
     Allowance for possible loan losses as
       a percent of total non-performing loans............................              405.42                        370.82  %
     Total non-performing loans...........................................        $      6,112                   $     6,480
     Real estate owned, net...............................................                 532                           157

(1)  Includes loans held-for-sale.
(2) The ratios  represent  the  capital  ratios of The Roslyn  Savings  Bank and Subsidiaries.
</TABLE>



<PAGE> 13
<TABLE>
<CAPTION>

                                                ROSLYN BANCORP, INC.
                                                   (NASDAQ:RSLN)
                                  (IN THOUSANDS, EXCEPT RATIOS AND SHARE AMOUNTS)

                                                                            FOR THE THREE MONTHS             FOR THE YEAR ENDED
                                                                             ENDED DECEMBER 31,                 DECEMBER 31,
                                                                         ----------------------------    ---------------------------
SELECTED OPERATING DATA                                                      1998            1997            1998            1997
- -----------------------                                                  ------------    ------------    ------------   ------------
<S>                                                                      <C>             <C>             <C>            <C>        
  Interest income..................................................      $  64,587       $  62,378       $  258,917     $   224,964
  Interest expense.................................................         38,398          37,795          157,335         126,414
                                                                         ------------    ------------    ------------   ------------
  Net interest income before provision for possible loan losses....         26,189          24,583          101,582          98,550
  Provision for possible loan losses...............................              -             150              750             600
                                                                         ------------    ------------    ------------   ------------
  Net interest income after provision for possible loan losses.....         26,189          24,433          100,832          97,950
                                                                         ------------    ------------    ------------   ------------
Non-interest income:
- --------------------
  Fees and service charges.........................................            786             469            2,799           2,286
  Mortgage banking operations......................................          2,121             998            8,126           3,508
  Net gains on securities..........................................          1,231           1,491            7,175           2,757
  Real estate operations, net......................................            103            (118)             869            (172)
  Other non-interest income........................................             23             233              353             869
                                                                         ------------    ------------    ------------   ------------
      Total non-interest income....................................          4,264           3,073           19,322           9,248
                                                                         ------------    ------------    ------------   ------------
Non-interest expense:
- ---------------------
  General and administrative expenses..............................         11,862           9,378           44,250          39,875
  Amortization of excess of cost over fair value of net
    assets acquired................................................            118             117              471             469
  Charitable contribution to The Roslyn Savings Foundation.........              -               -                -          12,711
  Settlement of asserted claims....................................              -           4,000                -           4,680
                                                                         ------------    ------------    ------------   ------------
      Total non-interest expense...................................         11,980          13,495           44,721          57,735
                                                                         ------------    ------------    ------------   ------------

  Income before provision for income taxes.........................         18,473          14,011           75,433          49,463
  Provision for income taxes.......................................          5,032           4,586           23,029          16,073
                                                                         ------------    ------------    ------------   ------------
  Net income.......................................................      $  13,441       $   9,425        $  52,404     $    33,390
                                                                         ============    ============    ============   ============

  Basic and diluted earnings per share.............................           0.35            0.24             1.36            0.83
  Basic and diluted earnings per share excluding charitable
    contribution to The Roslyn Savings Foundation..................              -               -               -             1.01

  Basic and diluted earnings per share (core basis) (1)............           0.34            0.27            1.25             1.04

(1) Represents  reported  earnings per share  adjusted for net gains on sales of securities  
    and other 1997 one-time items, net of tax.
</TABLE>



                                                   12

<PAGE> 14
<TABLE>
<CAPTION>

                                                ROSLYN BANCORP, INC.
                                                   (NASDAQ:RSLN)
                                   (IN THOUSANDS, EXCEPT RATIOS AND SHARE AMOUNTS)

                                                                   FOR THE THREE MONTHS                     FOR THE YEAR ENDED
                                                                    ENDED DECEMBER 31,                          DECEMBER 31,
                                                              -------------------------------          ---------------------------
PERFORMANCE RATIOS:                                              1998              1997 (1)              1998            1997 (1)
- -------------------                                           -----------          ----------          ----------       ----------
    <S>                                                          <C>                 <C>                  <C>            <C>   
    Return on average assets.............................          1.44   %            1.07    %            1.40    %      1.29 %
    Return on average stockholders' equity...............          9.13   %            6.13    %            8.75    %      6.57 %(2)
    Net interest rate spread ............................          2.05   %            1.89    %            1.91    %      2.20 %
    Net interest margin .................................          2.87   %            2.85    %            2.78    %      3.20 %
    Operating expenses to average assets.................          1.27   %            1.52    %            1.18    %      1.41 %
    Net interest income to operating expenses............        220.78   %          183.76    %          229.56    %    221.19 %
    Efficiency Ratio ....................................         40.58   %           50.88    %           39.15    %     42.33 %

(1) The ratios shown for the quarter and year ended December 31, 1997,  include, on an after-tax basis, $2.3 million and $2.7 
    million,  respectively,  of charges for settlement of asserted claims  including  professional  fees related thereto
    and exclude the $7.4 million  after-tax effect of the shares  contributed to The Roslyn Savings Foundation.

(2) The ratio shown  assumes  that the  conversion  was  completed on January 1, 1997. The actual return on average stockholders'
    equity based on the January 10, 1997 conversion rate was 6.70%.
</TABLE>

                                                   13


<PAGE> 15
<TABLE>
<CAPTION>


                                               ROSLYN BANCORP, INC.
                                                   (NASDAQ:RSLN)
                                  (IN THOUSANDS, EXCEPT RATIOS AND SHARE AMOUNTS)


                                                                THREE MONTHS ENDED                    FOR THE YEAR ENDED
                                                                   DECEMBER 31,                          DECEMBER 31,
                                                           -----------------------------         ------------------------------
ACTUAL CONTRIBUTIONS TO 
STOCKHOLDERS' EQUITY AND                                     1998             1997 (1)              1998             1997 (1)
RESULTANT CASH EARNINGS DATA:    
                                                           ----------         ----------         -----------         ----------
<S>                                                       <C>                <C>                 <C>                 <C>     
Return on average assets.............................           1.64  %           1.32   %            1.65   %           1.65   %
Return on average stockholders' equity...............          10.43  %           7.53   %           10.26   %           8.42   %(2)
Operating expenses to average assets.................           1.07  %           1.29   %            0.95   %           1.23   %
Net interest income to operating expenses............         260.28  %         216.76   %          285.04   %         253.17   %
Efficiency ratio.....................................          34.42  %          43.13   %           31.53   %          36.98   %
Basic and diluted earnings per share.................     $     0.41         $    0.29           $    1.60           $   1.30

(1) The ratios shown for the quarter and year ended December 31, 1997,  include, on an after-tax basis, $2.3 million and $2.7 
    million,   respectively,  of  charges  for  settlement  of  asserted  claims including  professional  fees  related  thereto 
    and exclude the $7.4 million after-tax effect of the shares contributed to The Roslyn Savings Foundation.

(2) The ratio shown  assumes  that the  conversion  was  completed on January 1, 1997. The return on average  stockholders' 
    equity based on the January 10, 1997 conversion date was 8.59%.

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