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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) March 5, 1999
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RICHMOND COUNTY FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-23271 06-1498455
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1214 Castleton Avenue, Staten Island, New York 10310
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 448-2800
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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, 5, 6, 8 AND 9. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As of March 5, 1999 (the "Effective Time"), the merger of Richmond County
Financial Corp., a Delaware corporation ("Richmond County"), and Ironbound
Bankcorp, NJ, a New Jersey corporation ("Ironbound"), was completed with
Richmond County as the surviving corporation, pursuant to an Agreement and Plan
of Merger, dated as of July 17, 1998, by and between Richmond County and
Ironbound (the "Merger Agreement"). In addition, on March 5, 1999, Ironbound
Bank, a New Jersey state-chartered commercial bank, merged with and into
Richmond County Savings Bank, a New York state-chartered savings bank ("Richmond
County Savings"), with Richmond County Savings being the surviving corporation,
pursuant to the Merger Agreement and the related Plan of Bank Merger, dated as
of July 17, 1998, by and between Richmond County Savings and Ironbound Bank.
Pursuant to the Merger Agreement, each outstanding share of Ironbound
common stock, par value $5 per share ("Ironbound Common Stock"), has been
converted into the right to receive 1.463 shares of Richmond County common
stock, par value $0.01 per share ("Richmond County Common Stock") and Richmond
County will pay cash, rounded to the nearest cent, to each holder of Ironbound
Common Stock who would otherwise be entitled to a fractional share of Richmond
County Common Stock. As of the Effective Time, shares of Ironbound Common Stock
that were owned by Ironbound as treasury stock were canceled and retired.
Richmond County issued an aggregate of approximately 1,584,864 shares in
exchange for the outstanding shares of Ironbound Common Stock and the
cancellation of Ironbound stock options.
For additional information regarding the merger, see the press release
issued by Richmond County, a copy of which is attached as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(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 Agreement and Plan of Merger, dated as of July 17, 1998,
by and between Richmond County Financial Corp. and
Ironbound Bankcorp, NJ*
99.1 Press release issued on March 5, 1999.
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*Incorporated by reference to Exhibit 2.1 to the Registration Statement on
Form S-4, and all amendments thereto, (Registration No. 333-66749) filed by
Richmond County on November 3, 1998.
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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.
RICHMOND COUNTY FINANCIAL
CORP.
Dated: March 8, 1999 By: /s/ Michael F. Manzulli
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Michael F. Manzulli
Chairman of the Board and Chief
Executive Officer
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EXHIBIT 99.1 PRESS RELEASE
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RICHMOND COUNTY FINANCIAL CORP.
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1214 CASTLETON AVENUE STATEN ISLAND, NEW YORK 10310-1702
(718) 448-2800 EXECUTIVE OFFICE (718) 815-7048 FINANCE DEPARTMENT
PRESS RELEASE
FOR IMMEDIATE RELEASE
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CONTACTS:
ANTHONY E. BURKE THOMAS R. CANGEMI
President and COO Senior Vice President and CFO
Tel: (718) 448-2800 Tel: (718) 815-7048; Fax: (718) 815-7371
RICHMOND COUNTY FINANCIAL CORP.
COMPLETES MERGER OF IRONBOUND BANK
Staten Island, N.Y. - March 5, 1999, Richmond County Financial Corp.
(NASDAQ/NMS:RCBK) ("Richmond"), the holding company for Richmond County Savings
Bank, announces that as of the close of business today, the merger of Ironbound
Bankcorp, NJ (NASDAQ/NMS:IBDB) ("Ironbound"), based in Newark, New Jersey, the
holding company of Ironbound Bank, with and into Richmond will be completed.
Michael F. Manzulli, Chairman and Chief Executive Officer of Richmond stated,
"We are extremely pleased with the addition of Ironbound to our organization and
welcome Ironbound shareholders, customers and employees to Richmond and Richmond
County Savings Bank. We also welcome the Board of Directors of Ironbound to our
newly formed Ironbound Divisional Board." Mr. Manzulli further commented, "The
merger with Ironbound is consistent with our goal of becoming a full service
community bank and complements our existing lending and deposit services and
strengthens our commercial banking services. Ironbound, with its strong history
of service to its communities will bring commercial banking relationships to
Richmond and accelerate our efforts to become more active in commercial
lending."
In accordance with the merger agreement, Ironbound shareholders will receive
1.463 shares of Richmond common stock for each share of Ironbound stock they
own. The transaction will be accounted for as a purchase for financial
accounting purposes. Ironbound shareholders will soon receive instructions on
the exchange of Ironbound Common Stock for Richmond Common Stock.
In separate news, Richmond and Bayonne Bancshares, Inc. (NASDAQ/NMS:FSNJ),
announced that they have received regulatory approvals relating to the merger
from the Federal Deposit Insurance Corporation, the Acting Superintendent of the
State of New York Banking Department, State of New Jersey Department of Banking
and Insurance and are awaiting approval from the Office of Thrift Supervision.
Both companies received approval from their shareholders for the merger at
separate special meetings held on February 25, 1999. The Company anticipates the
completion of this transaction in March 1999.
Upon conclusion of both transactions, on a pro forma-combined basis, Richmond
will have $2.5 billion in assets, more than $1.4 billion in deposits and 20
full-service banking locations.
Richmond County Financial Corp. is the holding company for Richmond County
Savings Bank, a state chartered savings bank, organized in 1886 which operates
13 banking offices on Staten Island, one banking office in Brooklyn and a
multifamily loan processing center in Jericho, Long Island. At December 31,
1998, total assets of the Company were $1.8 billion, deposits were $993.0
million with total stockholders' equity of $303.0 million.
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