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 15, 1996
NORTH FORK BANCORPORATION, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10458 36-3154608
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 Broad Hollow Road
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 844-1004
9025 Main Road, Mattituck, New York
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
A. Extebank Domestic Commercial Banking Business
On March 15, 1996, North Fork Bank, a New York-chartered stock
commercial bank and a wholly owned subsidiary of North Fork Bancorporation,
Inc. ("North Fork Bank"), completed its purchase of the Domestic Commercial
Banking Business of Extebank ("Extebank"), a New York-chartered stock
commercial Bank and a wholly owned subsidiary of Banco Exterior de Espana,
S.A., a banking corporation organized under the laws of the Kingdom of Spain
("Banco Exterior"). The purchase of all of Extebank's outstanding capital
stock was for $47.0 million in cash. North Fork Bank utilized its working
capital to pay the purchase price. As of March 15, 1996, Extebank had
approximately $387.4 million in total assets, $200.0 million in net loans,
$347.6 million in deposit liabilities, and $30.0 million in capital, and
Extebank operated through eight branch locations in the metropolitan
New York area (six in Suffolk County, one in Nassau County and one in
Manhattan). Immediately following the purchase of Extebank's outstanding
capital stock, Extebank was merged with and into North Fork Bank. The
purchase was effected according to the terms and conditions of the Stock
Purchase Agreement, dated as of September 19, 1995, by and among North Fork
Bank, Banco Exterior, and Extebank, as was previously filed as Exhibit 2.1
to the 1995 Annual Report to Shareholders on Form 10-K filed by North Fork
Bancorporation, Inc. on March 26, 1996 and incorporated herein by reference
in its entirety.
B. Long Island Branches of First Nationwide Bank
On March 23, 1996 (the "Closing Date"), North Fork Bank
(i) acquired from First Nationwide Bank ("First Nationwide"), a Federal
Savings Bank, ten banking branches (the"Branches") located on Long Island
(seven branches located in Suffolk County, two in Nassau County and one in
Queens), including certain personal property and real property associated
with the Branches, rights under certain leases, loans secured by or related
to the customer deposits included in the Branches, other contracts related
to the operations of the Branches, safe deposit-box businesses and records
associated with the Branches, as well as cash on hand at the Branches on the
Closing Date (collectively, the "Assets"), and (ii) assumed approximately
$579 million of customer deposit liabilities ("Deposits") associated with the
Branches. The transaction was effected pursuant to the terms and conditions of
the Asset Purchase and Sale Agreement, dated as of September 28, 1995, by and
between First Nationwide and North Fork Bank, which was previously filed as
Exhibit 2.2 to the 1995 Annual Report to Shareholders on Form 10-K filed by
North Fork Bancorporation, Inc. on March 26, 1996 and is incorporated herein
by reference in its entirety.
In consideration for its assumption of the Deposits, North Fork
Bank received the Assets and approximately $534 million (the "Payment")
in cash (an amount equal to the estimated amount of the Deposits on the
Closing Date less a deposit premium of approximately $37 million and less the
sum of the aggregate amount of the book value of the Assets). The amount of
the Payment reported herein is subject to certain post-closing adjustments.
Prior to the sale to North Fork Bank, First Nationwide employed
the Assets for the purpose of engaging principally in retail banking
activities, and North Fork Bank intends to employ the assets received for a
similar purpose.
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Item 7. Financial Statement and Exhibits
(a) It is impracticable at this time to provide the required
financial statements. Such statements will be filed under
cover of an amendment to this Current Report as soon as
practicable, but not later than 60 days from April 1, 1996.
(b) It is impracticable at this time to provide the required
pro forma financial information. Such pro forma financial
information will be filed under cover of an amendment to this
Current Report as soon as practicable, but not later than
60 days from April 1, 1996.
(c) Exhibits
The exhibits listed on the Exhibit Index page of this Current
Report on Form 8-K are incorporated by reference as required by
item 601 of Regulation S-K.
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EXHIBIT INDEX
Exhibit
Number Description Method of Filing
2.1 Stock Purchase Agreement, Previously filed on Form 10-K
dated as of September 19, 1995, for the year ended
among North Fork Bank and December 31, 1995 dated
Banco Exterior de Espana, S.A. March 26, 1996, as exhibit 2.1
and incorporated herein by
reference.
2.2 Asset Purchase and Sale Agreement Previously filed on Form 10-K
dated as of September 28, 1995, for the year ended
among North Fork Bank and First December 31, 1995 dated
Nationwide Bank March 26, 1996, as exhibit 2.2
and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 27, 1996
NORTH FORK BANCORPORATION, INC.
By:/s/Daniel M. Healy
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 27, 1996
NORTH FORK BANCORPORATION, INC.
By:
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
