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) - July 25, 1997
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
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Item 5. Other Events
North Fork Bancorporation, Inc. issued a press
release on July 25, 1997 announcing that they have signed a
difinitive agreement whereby North Fork would acquire the
Connecticut based Branford Savings Bank. A copy of such press
release is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 7. Financial Statement and Exhibits
(c) The following Exhibit is filed with this Current Report on Form 8-K:
Exhibit
Number Description
99 Press Release of North Fork Bancorporation, Inc., dated
July 25, 1997.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99 Press Release of North Fork Bancorporation, Inc., dated
July 25, 1997.
<PAGE>
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: July 25, 1997
NORTH FORK BANCORPORATION, INC.
By:/s/Daniel M. Healy
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99
NORTH FORK BANCORP
275 Broad Hollow Rd., Melville, NY 11747 l (516) 298-5000 l
FAX (516) 844-1471
Press Release
FOR IMMEDIATE RELEASE Contacts: North Fork Bancorp
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
516-298-5000
Branford Savings Bank
Gregory R. Shook
Senior Vice President and
Secretary
203-481-3471
NORTH FORK BANCORP TO ACQUIRE
BRANFORD SAVINGS BANK
Melville, N.Y. - July 25, 1997 - North Fork Bancorporation,
Inc. (NYSE: NFB) and Branford Savings Bank (NASDAQ: BSBC),
jointly announced today that they have signed a definitive
agreement whereby North Fork would acquire the Connecticut based
Branford in a stock for stock exchange valued at approximately
$38 million.
Under the terms of the agreement, each share of Branford common
stock will be exchanged for $5.25 of North Fork common stock,
with a minimum of .1957 shares and a maximum of .2648 shares.
The actual exchange ratio will depend upon the average closing
price per share of North Fork in the 20 trading days prior to
the date preceding the receipt of the last of all required
regulatory approvals. The agreement also permits North Fork to
increase the exchange ratio if the average price of its common
stock during the pricing period falls below $19.83. The
agreement provides that Branford may terminate the merger if
North Fork elects not to increase the exchange ratio. North
Fork also received an option to acquire up to 19.9% of
Branford's voting common stock at a price of $4.75 per share
should certain events occur. "From this location, we will
pursue a strategy that is very different, but, highly
complimentary to our New York banking business," stated John
Adam Kanas, Chairman, President and Chief Executive Officer of
North Fork.
<PAGE>
Press Release: July 25, 1997
Page 2
Branford Savings Bank has total assets of approximately $187
million, deposits of $163 million and stockholders' equity of
$17 million. It operates five banking offices in New Haven
County. "We are pleased that North Fork has chosen Branford as
its initial entry into the New England marketplace," stated
Robert J. Mariano, President and Chief Executive Officer of
Branford.
Branford is also announcing today that for the six months ended
June 30, 1997 it earned $1.1 million, or $.16 per share, as
compared to net income of $.8 million, or $.12 per share for the
prior year. The aggregate consideration received, which
includes payment for the bank's non- voting common stock and
outstanding warrants, is 220% of book value and 16 times
earnings. The transaction will be treated as a tax free
exchange and reflected as a purchase for financial reporting
purposes. It is subject to approval by the Federal Reserve
Board, the FDIC and the Connecticut Banking Commissioner. It is
also subject to the approval of Branford shareholders and other
customary closing conditions. It is expected that the
transaction will be consummated by the end of the year. Due
diligence by both companies has been completed.
North Fork believes, based upon anticipated cost savings, that
the transaction will not dilute earnings per share in 1998.
"From Branford, Connecticut, we intend to pursue a vigorous
campaign of deposit gathering throughout New England. We
believe that the model we intend to create will serve as a
blueprint for a much larger institution in a short period of
time," stated Mr. Kanas.
Mr. Mariano, in commenting on Branford, stated, "We appreciate
the confidence and support our shareholders, employees and
customers exhibited throughout the entire history of our
Company. We are confident that the community will benefit from
this merger with North Fork."
North Fork Bancorporation, Inc. with total assets of $6.6
billion, deposits of $4.4 billion and stockholders' equity of
$505 million, is the holding company for North Fork Bank,
operating in the New York metropolitan area.
