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) - October 7,
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
On October 7, 1997, North Fork Bancorporation, Inc., a Delaware
corporation (the "Registrant"), announced that it had entered
into an Agreement and Plan of Merger, dated October 7, 1997 (the
"Merger Agreement"), with New York Bancorp Inc. ("NYB"), a
Delaware corporation and a savings and loan holding company for
its subsidiary, Home Federal Savings Bank. The Merger Agreement
provides, among other things, that as a result of the Merger,
each outstanding share of common stock of NYB (subject to
certain exceptions) will be converted into the right to receive
1.19 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 NYB and (ii) the receipt of certain regulatory approvals.
In connection with the Merger, the Registrant entered into a
Stock Option Agreement, dated as of October 7, 1997, with NYB,
pursuant to which New York Bancorp granted the Registrant an
option (the "Option") to purchase up to 19.9% (subject to
adjustments as set forth therein) of NYB's outstanding shares at
a purchase price of $30.50 per share. The Option will become
exercisable upon the occurrence of certain events, none of which
have occurred as of October 7, 1997.
The press release issued by the Registrant with respect to the
announcement of the transaction 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 October 8,
1997.
The press release and the portions of the analyst presentation
incorporated herein by reference contains forward looking
statements with respect to the financial condition, results of
operations and business of the Registrant and, assuming the
consummation of the merger, a combined Registrant/NYB ("Combined
Registrant") including statements relating to: (a) the cost
savings and accretion to reported earnings that will be realized
from the Merger; (b) the impact on revenues of the Merger, and
(c) the restructuring charges expected to be incurred in
connection with the Merger. These forward looking statements
involve certain risk and uncertainties. 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 from the
Merger cannot be fully realized within the expected time frame;
(2) revenues following the merger are lower than expected; (3)
competitive pressure among depository institutions increases
significantly; (4) costs or difficulties related to the
integration of the businesses of the Registrant and NYB are
greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic
conditions, either nationally or in the markets in which the
Combined Registrant will be doing business, are less favorable
than expected; or (7) legislation or regulatory requirements
or changes adversely affect the businesses in which the Combined
Registrant would be engaged.
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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 October 7, 1997
99.2 Portions of the Analyst Presentation
<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 hereunto duly authorized.
Date: October 8, 1997
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: North Fork Bancorp
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
(516) 298-5000
New York Bancorp, Inc.
Michael A. McManus, Jr.
President
(718) 631-8100
NORTH FORK BANCORPORATION, INC. TO ACQUIRE
NEW YORK BANCORP, INC. IN A COMMON STOCK TRANSACTION
VALUED AT APPROXIMATELY $800 MILLION
Melville, N.Y. - October 7, 1997 - North Fork Bancorporation,
Inc. (NYSE: NFB) and New York Bancorp, Inc. (NYSE: NYB) jointly
announced today that they have signed a definitive merger
agreement whereby North Fork would acquire New York Bancorp in a
stock-for-stock merger valued at approximately $800 million.
New York Bancorp is the parent of Home Federal Savings Bank.
Under terms of the agreement, each share of New York Bancorp
will be converted into North Fork common stock at a fixed
exchange ratio of 1.19 shares of North Fork for each share of
New York Bancorp. Approximately 26 million shares of North Fork
stock will be issued in the transaction which will be a tax-free
reorganization and accounted for as a pooling-of-interests.
This exchange ratio was based upon the price of North Fork's
stock utilizing its price on October 6, 1997 of $31.25. The
merger is expected to close in March 1998, following the receipt
of all regulatory approvals and approval by the shareholders of
both companies. Due diligence by both companies has been
completed. The agreement provides that North Fork receives an
option to acquire up to 19.9% of New York Bancorp's outstanding
shares at $30.50 per share should certain events occur.
New York Bancorp has total assets of $3.3 billion, deposits of
$1.7 billion and stockholders' equity of $167 million at June
30, 1997. It presently operates through 30 locations throughout
the New York metropolitan areas of Brooklyn, Queens, Nassau,
Staten Island, Suffolk and Westchester. It earned $37.3 million
or $1.63 per share for a return on average equity and assets of
31.08% and 1.61%, respectively for the nine-month period ended
June 30, 1997.
Following the merger, North Fork will have approximately $10
billion in assets, $6.3 billion in deposits and shareholders'
equity of $800 million. "This is a classic acquisition for our
company, providing simple cost savings opportunities within our
existing footprint, while at the same time accessing the coveted
Brooklyn deposit market. Based on our prior experiences, we
fully expect that our estimates for cost savings and revenue
enhancement will be substantially realized in a timely manner,"
stated John Adam Kanas, Chairman, President and Chief Executive
Officer of North Fork Bancorporation, Inc.
Based upon the synergies anticipated North Fork believes that
the merger will be accretive to shareholder earnings in 1998 and
range from $.15 to $.20 per share of accretion in the full year
1999.
Mr. Patrick E. Malloy, III, Chairman of the Board of New York
Bancorp Inc., stated, "The combination of our two highly
profitable banking organizations will provide North Fork with
the critical mass necessary to significantly improve its
competitive position in the markets we serve. It also gives the
shareholders of New York Bancorp an excellent opportunity to
benefit from the expected enhanced value of their holdings."
North Fork plans an analyst conference call for Wednesday,
October 8, 1997 at 3:00 P.M. EDT, to elaborate on the strategic
rationale and financial implications of the acquisition. The
telephone number to call in the United States is 800-288-8975.
An international telephone number is also available for this
conference. The international telephone number is 612-332-0718.
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 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 8K filed on or
about October 7, 1997 discloses more fully these factors.
North Fork Bancorporation, Inc., with total assets of $6.8
billion, deposits of $4.6 billion and stockholders' equity of
$539 million, is the holding company for North Fork Bank, which
operates 80 branches in the New York metropolitan area.
<PAGE>
EXHIBIT 99.2
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PRO FORMA HIGHLIGHTS
June 30, 1997
<S> <C> <C> <C>
North Fork New York Pro Forma
($ in millions, except per share amounts) Bancorp. * Bancorp Combined
Assets $6,817 $3,284 $10,100
Investments $2,940 $1,190 $4,120
Loans, net $3,556 $2,024 $5,580
Deposits $4,580 $1,700 $6,280
Capital $639 $167 $800
Goodwill $98 $0 $98
Leverage Ratio 8.13% 5.08% 7.00%
Stated Book Value $8.01 $7.73 $7.43
Tangible Book Value $6.50 $7.73 $6.35
Market Capitalization ** $2,102 $800 $2,935
* Includes the effect of the pending acquisition of Branford
Savings Bank
** Using 10/7/97 Market Prices for NFB and the Exchange Ratio
for NYB Common Stock
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<TABLE>
COST SAVINGS
<S> <C>
($ in millions) Expected Savings
Salaries and Benefits $15.0 million
Occupancy & Equipment $3.5 million
Other Operating Expense $6.5 million
Total Savings $25.0 million
% of New York Bancorp Non-Interest Expense 50%
Estimated After-tax Merger & Restructuring Charge of $34 million
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<TABLE>
ACCRETIVE TO NFB EARNINGS
Mean of IBES Analyst Projections
<S> <C> <C> <C>
Pro Forma 1998 1999
(in million except per share amounts) Shares Earnings (b) Earnings
North Fork EPS $1.98 $2.18
North Fork Base Net Income 67.6 $133.8 $147.2
NYB Base Net Income 27.6 $51.5 $56.7
Cost Savings after tax (a) $11.4 $15.3
Revenue Enhancements after tax:
Additional Service Charge Income $1.5 $2.0
Increase in Fee Income $1.0 $1.4
Demand Deposit Generation $2.5 $3.3
Pro Forma Revenue Growth $5.0 $6.7
TOTAL 95.2 $201.7 $225.9
Pro Forma EPS $2.12 $2.37
Accretion - $ $0.14 $0.19
Accretion - % 7% 8.7%
(a) Assumes cost savings are phased in 75% and 100% in 1998 and
1999, respectively.
(b) Excludes the effect of the restructure charge anticipated
in the first quarter of 1998.
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