SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 21, 1998
Date of Report (Date Of Earliest Event Reported)
NORTH FORK BANCORPORATION, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
0-1280 36-315468
(Commission File Number) (IRS Employer Identification No.)
275 Broad Hollow Road
Melville, NY 11747
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(Address Of Principal Executive Offices) (Zip Code)
(516) 298-5000
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On September 21, 1998, John Adam Kanas, Chairman, President and
Chief Executive Officer of North Fork Bancorporation, Inc., a Delaware
corporation (the "Registrant"), sent a letter to Mr. George L. Engelke,
Jr., Chairman, President and Chief Executive Officer of Astoria Financial
Corp. A copy of the letter is attached hereto as Exhibit 99.1 and is
hereby incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
99.1 Letter, dated September 21, 1998, from John Adam Kanas,
Chairman, President and Chief Executive Officer of
North Fork Bancorporation to George L. Engelke, Jr.,
Chairman, President and Chief Executive Officer of
Astoria Financial Corp.
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 hereunder duly authorized.
Dated: September 21, 1998
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
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Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
[North Fork Bancorp Letterhead]
September 21, 1998
Mr. George L. Engelke, Jr.
Chairman, President and Chief Executive Officer
Astoria Financial Corp.
One Astoria Federal Plaza
Lake Success, New York 11042-1085
Dear George:
I read your recent press release announcing Astoria Financial Corporation's
("ASFC") receipt of regulatory approval for its pending acquisition of Long
Island Bancorp, Inc. ("LISB") with more than passing interest. As you
know, North Fork Bancorporation, Inc. ("NFB") is a major shareholder of
both LISB and ASFC. Upon consummation of the merger, NFB expects to be the
most significant institutional investor in ASFC. When combined with its
ownership of the ASFC 12% Series B Preferred Stock, NFB's stake in the
success of your company is unparalleled.
I am writing to you today as a shareholder who has seen the value of its
investment badly damaged by the ill advised and dilutive terms of the LISB
merger. In reaching for the unaffordable LISB you have squandered hundreds
of millions of dollars of shareholder value in both companies. Since the
LISB merger announcement but before recent market turmoil, ASFC was among
the worst performing stocks in the banking sector. Worse yet, this value
destructive transaction has strained your credibility, removed ASFC's
ability to repurchase its shares through all of 1998 and most of 1999 and
decimated the value of ASFC and LISB employees ESOP shares, further fueling
what we understand to be a growing level of employee discontent.
You have spent several years convincing the market of ASFC's value on a
cash earnings per share basis and then abandoned this theory the minute it
no longer suited your purpose. This merger not only destroys ASFC's cash
earnings but is also highly dilutive to GAAP earnings per share, unless one
were to subscribe to the unfathomable leverage concept that you so blithely
continue to espouse in order to mischaracterize a highly dilutive
transaction as an accretive one.
Considering the above, we are straining to understand how you continue to
forecast 1999 earnings for the new Astoria at $3.89 per share. Obviously
others are having equal difficulty given the abysmal price of ASFC stock.
Furthermore, your persistent prognostications as to the value of your
Goodwill claim against the U.S. Government is wearing rather thin. Since
you have no idea how much ASFC will receive, when it will come, or whether
you will ever receive anything, it seems highly irresponsible to suggest to
shareholders that they should discount some arbitrary amount of value from
your share price in order to reach what you refer to in your most recent
investor presentation as "Fundamental Value."
Against this backdrop, I remain mystified by your cavalier dismissal of my
suggestion earlier this year that a merger of ASFC with NFB be given
careful consideration. As I'm sure you will recall, I proposed providing
ASFC shareholders with $75.00 worth of value in a merger with NFB. I
further proposed that you play a leadership role in the new company which
would have accommodated your Board and many of your key management
personnel. Such a combination clearly would have been a far wiser choice
than pursuing the LISB acquisition. Presuming that you shared that
proposal with your entire Board, I am at a loss as to why you as a group
refused my offer to meet and explore the proposal which I believe would
have significantly enriched ASFC shareholders. Even at NFB's price today,
the value of that transaction would have been worth over $60.00 to ASFC
shareholders. Said another way, the present situation you find yourself in
didn't have to happen.
We believe the market is sending a strong message to you and your Board
with respect to the future of ASFC. NFB will be watching your coming
financial results carefully for signs of what we believe is the inevitable
distance between actual earnings and the $3.89 you continue to assure. In
doing so we reserve any and all rights that we have to make demands upon
ASFC to account for its performance. Consistent with appropriate law and
regulation, NFB will not hesitate to encourage a change in management
and/or strategic direction to ASFC's existing business plan to include but
not be limited to the sale of the company. We are taking the unusual step
of making this investor communication public in order to clear the record
and give other institutional investors and shareholders who have complained
so loudly to us an opportunity to understand our position.
Sincerely yours,
/s/ John Adam Kanas
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John Adam Kanas
JAK:km
cc: Board Members of ASFC
Board Members of LISB
