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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 22, 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
(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 11:59 p.m. on March 22, 1999 (the "Effective Time"), the merger of
Richmond County Financial Corp., a Delaware corporation ("Richmond County"), and
Bayonne Bancshares, Inc., a Delaware corporation ("Bayonne"), was completed with
Richmond County as the surviving corporation. The merger was completed pursuant
to an Amended and Restated Agreement and Plan of Merger, amended and restated as
of October 14, 1998, by and between Richmond County and Bayonne (the "Merger
Agreement"). In addition, on March 22, 1999, First Savings Bank of New Jersey, a
New Jersey State-chartered savings bank ("First Savings"), 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 19, 1998, by and between Richmond County Savings and First Savings. In
connection with the merger, Patrick F.X. Nilan (former Chairman of Bayonne and
First Savings) was appointed to the Board of Directors of Richmond County. The
Richmond County Savings Board of Directors did not change as a result of the
merger.
Pursuant to the Merger Agreement, each outstanding share of Bayonne common
stock, par value $0.01 per share ("Bayonne Common Stock"), has been converted
into the right to receive 1.05 shares of Richmond County common stock, par value
$0.01 per share ("Richmond County Common Stock"); PROVIDED, HOWEVER, that no
fraction of a whole share of Richmond County Common Stock will be issued.
Instead, Richmond County will pay to each holder of Bayonne Common Stock an
amount of cash, rounded to the nearest cent, determined by multiplying such
fraction by 15.63. Richmond County will issue approximately 8,736,203 shares of
Richmond County Common Stock to the former shareholders of Bayonne.
Each holder of options to purchase shares of Bayonne Common Stock that
have been issued by Bayonne and that are outstanding at the Effective Time
("Bayonne Options") have been converted into options to purchase shares of
Richmond County Common Stock equal to 1.05 multiplied by the number of shares of
Bayonne Common Stock issuable upon exercise of the Bayonne Options immediately
prior to the Effective Time, such product to be rounded to the nearest whole
share of Richmond County Common stock. The exercise price per share of each
converted Bayonne Option is equal to the quotient of the exercise price of such
Bayonne Option at the Effective Time divided by 1.05, such quotient to be
rounded up to the nearest whole cent. A total of 404,905 Bayonne Options were
converted into options to purchase a maximum of 425,151 shares of Richmond
County Common Stock at an exercise price ranging from $4.22 to $15.54 depending
on the exercise price of the original underlying Bayonne Option.
Pursuant to the Merger Agreement, as amended, Richmond County appointed
six (6) members of Bayonne's former board of directors as members of a newly
formed advisory board of Richmond County (the "Advisory Board"). The function of
the Advisory Board is to advise Richmond County and its subsidiaries on deposit
and lending activities in Bayonne's former market area and to maintain and
develop customer relations.
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On March 22, 1999, Richmond County issued a press release which reported
the closing of the merger with Bayonne. The press release announcing the closing
of the merger is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) As of the date of this filing, it is impracticable to provide
financial statements for Richmond County or Bayonne. The required financial
statements will be filed as soon as possible and in no event later than June 4,
1999.
(b) As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of Regulation
S-X. The required pro forma financial information will be filed as soon as
possible and in no event later than June 4, 1999.
(c) Exhibits. The following Exhibits are filed as part of this
report:
Exhibit No. Description
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2.1 Amended and Restated Agreement and Plan of Merger,
amended and restated as of October 14, 1998, by
and between Richmond County Financial Corp. and
Bayonne Bancshares, Inc.*
99.1 Press release issued on March 22, 1999.
*Incorporated by reference to the Form 8-K (SEC File No. 0-23271) filed by
Richmond County on October 16, 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 23, 1999 By: /s/ Michael F. Manzulli
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Michael F. Manzulli
Chairman 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 BAYONNE BANCSHARES, INC.
Staten Island, N.Y. - March 22, 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 Bayonne
Bancshares, Inc. (NASDAQ/NMS:FSNJ) ("Bayonne"), based in Bayonne, New Jersey,
the holding company of First Savings Bank of New Jersey, SLA, with and into
Richmond will be completed. Michael F. Manzulli, Chairman and Chief Executive
Officer of Richmond commented, "Bayonne brings to Richmond its valuable core
deposit franchise with a stable low-cost funding base and is a natural extension
for Richmond, with their banking offices closer to our main headquarters than
many of our existing banking offices on Staten Island." Mr. Manzulli further
commented, "We are extremely pleased with the addition of Bayonne to our
organization and welcome Bayonne shareholders, customers and employees to
Richmond and Richmond County Savings Bank. We also welcome the Board of
Directors of Bayonne to our newly formed Bayonne Divisional Board as well as Mr.
Patrick F.X. Nilan, Bayonne's Chairman, to the Board of Richmond."
In accordance with the merger agreement, Bayonne shareholders will receive 1.05
shares of Richmond common stock for each share of Bayonne stock they own. The
transaction will be accounted for as a purchase for financial accounting
purposes. Bayonne shareholders will soon receive instructions on the exchange of
Bayonne Common Stock for Richmond Common Stock.
As previously announced on March 5, 1999, Richmond announced the completion of
the merger of Ironbound Bankcorp, NJ (NASDAQ/NMS:IBDB) ("Ironbound"), with and
into Richmond. 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 24 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
15 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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