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
________________
July 15, 1996
Date of Report (Date of Earliest Event Reported)
NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-1280 36-315468
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
275 Broad Hollow Road
Melville, New York
(Address of Principal Executive Offices)
11747
(Zip Code)
516) 298-5000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
ITEM 5. OTHER EVENTS
On July 15, 1996, North Fork Bancorporation, Inc., a
Delaware corporation (the "Registrant"), announced that it had
entered into an Agreement and Plan of Merger, dated as of July
15, 1996 (the "Merger Agreement"), with North Side Savings Bank,
a New York-chartered stock form savings bank ("North Side"),
pursuant to which a New York-chartered savings bank to be formed
as a wholly owned subsidiary of the Registrant will merge with
and into North Side (the "Merger"), with North Side thereafter
becoming a direct, wholly owned subsidiary of the Registrant.
The Merger Agreement provides, among other things, that as a
result of the Merger, each outstanding share of common stock of
North Side (subject to certain exceptions) will be converted into
the right to receive 1.556 newly-issued shares of the
Registrant's common stock. Consummation of the Merger is subject
to a number of conditions, including, but not limited to, (i)
the approval of the Merger Agreement and the Merger by
stockholders of both the Registrant and North Side and (ii) the
receipt of certain regulatory approvals. In connection with the
Merger, the Registrant entered into a Stock Option Agreement,
dated as of July 15, 1996, with North Side, pursuant to which
North Side granted the Registrant an irrevocable option (the
"Option") to purchase up to 961,965 shares (subject to adjustment
as set forth therein) of North Side common stock at a purchase
price of $34.75 per share. The Option will become exercisable
upon the occurrence of certain events, none of which have
occurred as of July 15, 1996.
The press release issued by the Registrant with respect
to the announcement of the transactions described herein is
attached hereto as Exhibit 99.1 and is hereby incorporated herein
by reference in its entirety. Also attached hereto as Exhibit
99.2 and incorporated herein by reference are certain projections
to be made by the Registrant in connection with a presentation to
be given by the Registrant to investment analysts on July 16,
1996.
The press release and the portions of the analyst
presentation incorporated herein by reference contain certain
forward looking statements with respect to the financial
condition, results of operations and business of the Registrant
following the consummation of the Merger, including statements
relating to: (a) the cost savings and revenue enhancements that
will be realized from the Merger and (b) projected 1997 earnings
per share. Factors that may cause actual results to differ
materially from those contemplated by such forward looking
statements include, among others, the following possibilities:
(1) expected cost savings or revenue enhancements from the Merger
cannot be fully realized; (2) deposit attrition, customer loss or
revenue loss following the Merger is greater than expected; (3)
competitive pressure in the banking and financial services
industry increases significantly; (4) changes in the interest
rate environment reduce margins; and (5) general economic
conditions, either nationally or in New York, are less favorable
than expected.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release, dated July 15, 1996
99.2 Portions of Analyst Presentation
SIGNATURE
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.
NORTH FORK
BANCORPORATION, INC.
By: /s/ Daniel M. Healy
____________________________
Name: Daniel M. Healy
Title: Executive Vice President
and Chief Financial Officer
Date: July 15, 1996
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACTS: NORTH FORK BANCORP
DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
516-298-5000
NORTH SIDE SAVINGS BANK
DONALD C. FLEMING
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
516-488-6921
NORTH FORK BANCORP TO ACQUIRE NORTH SIDE SAVINGS BANK IN A
COMMON STOCK TRANSACTION VALUED AT $210 MILLION
MELVILLE, N.Y. - JULY 15, 1996 - NORTH FORK BANCORPORATION,
INC. (NYSE: NFB) AND NORTH SIDE SAVINGS BANK (NASDAQ: NSBK)
jointly announced today that they have signed a definitive
agreement whereby North Fork would acquire North Side in a stock
for stock merger valued at approximately $210 million. Under the
terms of the agreement, each share of North Side will be
converted into North Fork common stock at a fixed exchange ratio
of 1.556. Approximately 7.5 million shares of North Fork's stock
will be issued in this transaction which will be a tax free
reorganization and accounted for as a pooling-of-interests. As a
result, North Fork's total outstanding shares will increase to
approximately 32.3 million. The transaction is valued at 155% of
North Side's projected book value at the anticipated closing
date. North Side may terminate the transaction if the average
closing price of North Fork's shares is less than $24 for the ten
trading days ending on the fifth business day prior to the date
on which the Federal Reserve Board approval is received, unless
North Fork elects to increase the exchange ratio so that the
value of North Fork common stock to be received in respect of
each North Side common share is not less than $37.34. North Fork
received an option to acquire up to 19.9% of North Side's
outstanding shares at $34.75 per share should certain events
occur. Upon consummation, North Fork's projected tangible and
stated book value per share at the anticipated closing date will
increase from approximately $10.31 and $13.61 to approximately
$12.03 and $14.52, respectively. Additionally, its projected
capital leverage ratio will improve from 6.04% to 6.68%.
Mr. Thomas O'Brien, Chairman, President and Chief Executive
Officer of North Side, will join North Fork as Vice Chairman of
its Board of Directors and a senior executive officer of the
Company. Also, another Director of North Side will join North
Fork's Board.
"The addition of 115,000 new North Side customers provides
us with a stable core funding base to support loan growth and
generate non-interest income. North Fork's market penetration
increases in several counties within the New York metropolitan
area," stated John Adam Kanas, Chairman, President and Chief
Executive Officer of North Fork. "We are also delighted that Tom
O'Brien will join North Fork. He brings talent and experience
and adds depth to our management team," he said.
North Side had total assets of $1.7 billion, deposits of
$1.2 billion and stockholders' equity of $123.5 million at June
30, 1996. It operates seventeen banking offices in Queens,
Bronx, Nassau and Suffolk Counties. For the nine months ended
June 30, 1996, North Side earned $14.8 million or $2.98 per share
for a return of average assets and equity of 1.25% and 16.58%,
respectively.
Mr. Thomas O'Brien stated, "This strategic alliance with
North Fork is a natural progression for North Side, providing
strong value for our shareholders, new products for our customers
and growth opportunities for our people. We are excited with the
prospect of joining forces with this competitive organization
which, like us, uses the building of shareholder value as a
cornerstone of its growth plans."
The merger is expected to close in January 1997, following
receipt of required regulatory approvals and approval by the
shareholders of both companies. North Fork believes that this
merger will be accretive in 1997 by approximately $.28 per share
relative to Wall Street estimates of $2.96 per share. The accretion
will be derived from projected pre-tax cost savings of approximately
$10 million and estimated pre-tax revenue enhancements of
approximately $11 million.
NORTH FORK PLANS AN ANALYSTS CONFERENCE CALL TOMORROW, JULY
16, 1996 AT 2:00 P.M. E.D.T. TO ELABORATE ON THE ACQUISITION AND
OTHER BUSINESS MATTERS. THE NUMBER TO CALL IS 1-800-260-0702.
This press release contains certain forward looking
statements with respect to the financial condition, results of
operations and business of North Fork following the consummation
of the merger that are subject to various factors which could
cause actual results to differ materially from such projections
or estimates. Such factors include, but are not limited to, the
possibility that the anticipated cost savings and revenue
enhancements might not be realized and that adverse general
economic conditions or adverse interest rate environment could
develop. North Fork's current report on Form 8-K filed on July
15, 1996 disclose more fully these factors.
North Fork Bancorporation, Inc. with total assets of $4.1
billion, deposits of $3.3 billion and stockholders' equity of
$300 million, or $12.43 book value per share, is the holding
company for North Fork Bank, operating 67 branches in the New
York metropolitan area.
Exhibit 99.2
COST SAVINGS
______________________________________________________________________
EXPECTED RANGE OF SAVINGS
Compensation $4.5 to $6.0 Million
Occupancy & Equipment $0.9 to $1.5 Million
Other Operating Expense $2.6 to $3.5 Million
TOTAL SAVINGS $8.0 to $11.0 Million
% of North Side Savings
Bank Non-Interest Expense 30% to 45%
ACCRETIVE TO NFB EARNINGS
______________________________________________________________________
(in thousands except earnings AFTER TAX OUTSTANDING
per share amounts) EARNINGS SHARES EPS
North Fork Bancorp $ 72,100 24,314 $2.96*
North Side Savings Bank $ 20,100 ---- ---
Pro Forma Combined $ 92,200 32,358 $2.85
Estimated Cost Savings $ 5,900
Pro Forma Combined with
Cost Savings $ 98,100 32,358 $3.03
Estimated Revenue Enhancements
Increase in Non-Interest Income $ 1,730 $0.05
Demand Deposit Generation $ 1,270 $0.04
Additional Margin for
Loan Growth (average of
$300 million) $ 3,600 $0.12
Pro Forma with Revenue Growth $104,700 32,358 $3.24
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* Wall Street Estimates for 1997.
PROJECTED BALANCE SHEET AT CLOSING
______________________________________________________________________
NORTH FORK NORTH SIDE PRO FORMA
($ in Millions) BANCORP SAVINGS BANK COMBINED
Assets $ 4,200 $ 1,600 $ 5,800
Securities/Fed Funds $ 1,640 $ 1,010 $ 2,650
Loans, net $ 2,210 $ 560 $ 2,770
Deposits $ 3,500 $ 1,250 $ 4,750
Capital $ 327 $ 131 $ 461*
Intangibles $ 79 --- $ 79
Leverage Ratio 6.04% 8.14% 6.68%
Stated Book Value $ 13.61 --- $ 14.52
Tangible Book Value $ 10.31 --- $ 12.03
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* Inclusive of restructuring charge of $10 million, net of tax,
and reissuance of 600 thousand treasury shares.
