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As Filed with The Securities and Exchange Commission on July 22, 1997.
Registration No. 333-22127
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREATER NEW YORK BANCORP INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6036 13-3930370
(State or other jurisdiction of (Primary Standard Industrial (I.R.S Employer
incorporation or organization) Classification Code Number) Identification No.)
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One Penn Plaza
New York, New York 10119
(212) 613-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Robert P. Carlson
Senior Vice President, Counsel and Secretary
Greater New York Bancorp Inc.
One Penn Plaza
New York, New York 10119
(212) 613-4000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Mark J. Menting
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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Approximate date of commencement of proposed sale to the public: At the
effective time as described in the attached Joint Proxy Statement/Prospectus.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Offering Maximum Amount of
Title of Each Class of Amount to be Price Per Aggregate Registration
Securities to be Registered Registered Unit Offering Price Fee
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Common Stock, par value $1.00 per share(1)
(including rights to purchase shares
of Junior Participating Preferred Stock,
par value $1.00 per share) 13,850,000 shs.(1) $14.00(3) $193,900,000(3) $58,757.58(5)
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Series A ESOP Convertible Preferred Stock, par value
$1.00 per share (including an indeterminate amount of
Common Stock, par value $1.00 per share, issuable upon
conversion thereof, and the attached rights to purchase
shares of Junior Participating Preferred Stock,
par value $1.00 per share) $1,536,391 shs.(2) $13.00(4) $ 19,973,083(4) $ 6,052.45(5)
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(footnotes from cover page)
(1) The number of shares of common stock of Greater New York Bancorp Inc.
("Bancorp Common Stock") to be issued in the share exchange described
herein (the "share exchange") cannot be precisely determined at the time
this Registration Statement becomes effective because shares of common
stock of The Greater New York Savings Bank ("Bank Common Stock") may be
issued thereafter and prior to the effective time of the share exchange
pursuant to the Bank's Employee Stock Ownership Plan, Long-Term Incentive
Program, 1996 Non-Employee Directors Stock Option Plan and 1996
Equity Incentive Plan. The Registration Statement covers a number of
shares of Bancorp Common Stock which is estimated to be at least as
large as the number of shares of Bank Common Stock which are expected to
be outstanding at the effective time of the share exchange. See the
undertaking in Item 22(4) in Part II of this Registration Statement.
(2) The number of shares of Series A ESOP Convertible Preferred Stock of
Bancorp ("Bancorp Series A Preferred Stock") to be issued in the share
exchange cannot be precisely determined at the time this Registration
Statement becomes effective because shares of Series A ESOP Convertible
Preferred Stock of the Bank (Bank Series A Preferred Stock") may be retired
thereafter and prior to the effective time of the share exchange pursuant
to the Bank's Employee Stock Ownership Plan. This Registration Statement
covers a number of shares of Bancorp Series A Preferred Stock which is
estimated to be at least as large as the number of shares of Bank Series A
Preferred Stock which are expected to be outstanding at the effective time
of the share exchange. See the undertaking in Item 22(4) in Part II of this
Registration Statement.
(3) Estimated pursuant to Rule 457(f)(1) of the Securities Act of 1933 (the
"Securities Act"), based upon the per share market value of the shares of
Bank Common Stock to be exchanged in the share exchange, which is deemed to
be the average of the reported high and low sales prices of a share of Bank
Common Stock on the National Association of Securities Dealers Automated
Quotation System on February 14, 1997.
(4) Estimated pursuant to Rule 457(f)(2) of the Securities Act, based upon the
book value of such shares of stock on February 19, 1997.
(5) Registration Fee previously paid.
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Item 21. Exhibits
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Exhibit
Number Description of Document
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2 -- Agreement and Plan of Reorganization (attached to Proxy Statement/Prospectus as
Appendix A).
3.1 -- Amended and Restated Certificate of Incorporation of Greater New York Bancorp Inc. (attached to Proxy
Statement/Prospectus as Exhibit 1 to Appendix A).
3.2 -- By-Laws of Greater New York Bancorp Inc. (attached to Proxy Statement/Prospectus as Exhibit 2 to
Appendix A).
4.1 -- Instruments defining the rights of security holders. (Amended and Restated Certificate of Incorporation and
By-Laws, incorporated by reference to Exhibits 1 and 2, respectively, to Appendix A to the Proxy
Statement/Prospectus included in the Registration Statement.)
4.2 -- Bancorp Rights Agreement
5 -- Opinion of Sullivan & Cromwell as to validity of securities.
8 -- Opinion of Sullivan & Cromwell as to tax matters.
12 -- Computation of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements.
21 -- Subsidiaries of Greater New York Bancorp Inc.
23.1 -- Consent of Sullivan & Cromwell (included in Exhibits 5 and 8 hereto)
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Persons About to Become Directors.
99.1 -- Form of Proxy Card.
99.2 -- Annual Report on Form F-2 of The Greater New York Savings Bank for the fiscal year ended December 31,
1996 with all exhibits thereto, as filed with the Federal Deposit Insurance Corporation.
99.3 -- Form F-3, filed with the Federal Deposit Insurance Corporation on April 10, 1997.
99.4 -- Letter to Stockholders, dated April 10, 1997.
99.5 -- Quarterly Report on Form 10-Q of The Greater New York Savings Bank for the Quarter Ended March 31, 1997
with all exhibits thereto, as filed with the Federal Deposit Insurance Corporation.
99.6 -- Registration Statement on Form F-1 of The Greater New York Savings Bank, filed with the Federal Deposit
Insurance Corporation on May 5, 1987.
99.7 -- Form 8-K dated July 18, 1997, filed with the Federal Deposit Insurance Corporation on July 22, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York on this 22nd day of July 1997.
Greater New York Bancorp Inc.
By: /s/ Gerard C. Keegan
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Name: Gerard C. Keegan
Title: Director, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 22, 1997.
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Signature Title
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Principal Executive Officer and Sole Director:
/s/ Gerard C. Keegan Director, Chief Executive Officer and President
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(Gerard C. Keegan)
Controller:
/s/ Philip T. Spies Senior Vice President and Controller
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(Philip T. Spies)
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Exhibit Index
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Exhibit
Number Description of Document Location
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2 -- Agreement and Plan of Reorganization. ................ Incorporated by reference to Appendix A to
the Proxy Statement/Prospectus included in
the Registration Statement.
3.1 -- Amended and Restated Certificate of Incorporation of
Greater New York Bancorp Inc. ........................ Incorporated by reference to Exhibit 1 to
Appendix A to the Proxy
Statement/Prospectus included in the
Registration Statement.
3.2 -- By-Laws of Greater New York Bancorp Inc. ............. Incorporated by reference to Exhibit 2 to
Appendix A to the Proxy
Statement/Prospectus included in the
Registration Statement.
4.1 -- Instruments defining the rights of security
holders .............................................. Amended and Restated Certificate of
Incorporation and By-Laws, incorporated by
reference to Exhibits 1 and 2,
respectively, to Appendix A to the Proxy
Statement/Prospectus included in the
Registration Statement.
4.2 -- Bancorp Rights Agreement.............................. Previously filed.
5 -- Opinion of Sullivan & Cromwell as to validity of
securities. .......................................... Previously filed.
8 -- Opinion of Sullivan & Cromwell as to tax matters. .... Previously filed.
12 -- Computation of Consolidated Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividend
Requirements.......................................... Previously filed.
21 -- Subsidiaries of Greater New York Bancorp Inc. ........ Previously filed.
23.1 -- Consent of Sullivan & Cromwell (included in Exhibits 5
and 8). .............................................. Previously filed.
23.2 -- Consent of KPMG Peat Marwick LLP. .................... Previously filed.
23.3 -- Consent of Persons About to become Directors.......... Previously filed.
99.1 -- Form of Proxy Card ................................... Previously filed.
99.2 -- Annual Report on Form F-2 of The Greater New York
Savings Bank for the fiscal year ended December 31,
1996, as filed with the Federal Deposit Insurance
Corporation (including as exhibits thereto the Bank's
Restated Organization Certificate, Bank Bylaws, Rights
Agreement, material employment agreements, material
severance agreements, director, officer and employee
benefit plans, statement re: computation of earnings
per share for the years ended December 31, 1996, 1995
and 1994, financial data schedule and 1996 Annual
Report to Stockholders (pages 23-76 and 79)).......... Previously filed.
99.3 -- Form F-3, filed with the Federal Deposit Insurance
Corporation on April 10, 1997......................... Previously filed.
99.4 -- Letter to Stockholders, dated April 10, 1997. ........ Previously filed.
99.5 -- Quarterly Report on Form 10-Q of The Greater New York
Savings Bank for the Quarter Ended March 31, 1997 with
all exhibits thereto, as filed with the Federal
Deposit Insurance Corporation.......................... Previously filed.
99.6 -- Registration Statement on Form F-1 of The Greater New
York Savings Bank, filed with the Federal Deposit
Insurance Corporation on May 5, 1987 (including only
the cover page, page 10 and pages 70-75 of exhibit (a)
"Offering Circular dated April 10, 1987" thereto). ... Previously filed.
99.7 -- Form 8-K dated July 18, 1997, filed with the Federal
Deposit Insurance Corporation on July 22, 1997........ Filed herewith.
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Exhibit 99.7
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 1997
THE GREATER NEW YORK SAVINGS BANK
(Exact Name of bank as specified in its charter)
FDIC Insurance Certificate No.: 16015-6
New York 11-0754650
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(State or other jurisdiction of incorporation (I.R.S. employer-
or organization) identification no.)
One Penn Plaza, New York, NY 10019 (212) 613-4000
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(Address of administrative office) (Bank's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On July 18, 1997, a purported class action (the "Action") was
commenced in the United States District Court for the Eastern District of New
York entitled Leonard Minzer and Harry Schipper v. Gerard C. Keegan, et al
(Index No. 97 Civ. 4077 (CPS)) against GNYSB, its directors and certain
executive officers, Astoria Financial Corporation and Astoria Federal Savings
and Loan Association. The suit alleges, among other things, that GNYSB and its
directors and certain executive officers are soliciting proxies in violation of
Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder by failing to disclose certain allegedly material facts in the proxy
statement which was circulated to GNYSB stockholders in connection with the
Merger, and that the directors and executive officers of GNYSB have breached
their fiduciary duties in entering into the Merger Agreement and related
arrangements. The complaint seeks, among other things, a preliminary and
permanent injunction against consummation of the Merger and the related
transactions, an order to the directors and executive officers of GNYSB to
carry-out their fiduciary duties, and unspecified damages and costs. GNYSB
believes that the allegations made in the Action are without merit.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, The Greater New York Savings Bank has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
THE GREATER NEW YORK SAVINGS BANK
By /s/ GERARD C. KEEGAN
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Name: Gerard C. Keegan
Title: Chairman, President and
Chief Executive Officer
Dated: July 22, 1997
