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) AUGUST 16, 1999
-------------------------------------
NORTH FORK BANCORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-10458 36-3154608
- ---------------------- ------------------------ -----------------------
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
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
------------------------
ITEM 5. OTHER EVENTS
On August 16, 1999, North Fork Bancorporation, Inc., a Delaware
corporation (the "Registrant"), announced that it had entered into an
Agreement and Plan of Merger (the "Merger Agreement") with JSB Financial,
Inc., a Delaware corporation ("JSB"), pursuant to which JSB will merge with
and into the Registrant (the "Merger").
The press release issued by the Registrant with respect to the
announcement of the proposed Merger is attached hereto as Exhibit 99.1 and
is incorporated herein by reference in its entirety. Also attached hereto
as Exhibit 99.2 and incorporated herein by reference is the presentation to
be given by the Registrant to investment analysts on August 17, 1999 with
respect to the proposed Merger.
The press release and 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, revenue enhancements and other
efficiencies that are expected to be realized as a result of the Merger and
(b) estimated pro forma 2000 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, revenue enhancements or other efficiencies 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 STATEMENT AND EXHIBITS
(c) Exhibits
99.1 Press Release issued by North Fork Bancorporation,
Inc. on August 16, 1999
99.2 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: August 16, 1999
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release issued by North Fork Bancorporation,
Inc. on August 16, 1999
99.2 Analyst Presentation
Exhibit 99.1
NORTH FORK BANCORP
275 BROAD HOLLOW RD., MELVILLE, NY 11747 (516) 844-1004 FAX (516) 694-1536
PRESS RELEASE
FOR IMMEDIATE RELEASE
NORTH FORK BANCORPORATION, INC. TO ACQUIRE
JSB FINANCIAL, INC.
IN A COMMON STOCK TRANSACTION VALUED AT APPROXIMATELY
$570 MILLION
MELVILLE, N.Y. - AUGUST 16, 1999 - NORTH FORK BANCORPORATION, INC.,
(NYSE:NFB) AND JSB FINANCIAL, INC. (NYSE:JSB) jointly announced today that
they have signed a definitive merger agreement whereby North Fork
Bancorporation, Inc. ("North Fork") would acquire JSB Financial, Inc.
("JSB") in a stock-for-stock merger valued at approximately $570 million.
JSB is the holding company for Jamaica Savings Bank FSB, a savings
institution with branch locations in the New York Metropolitan area. Under
terms of the agreement, each share of JSB will be converted into North Fork
common stock at a fixed exchange ratio of three shares of North Fork for
each share of JSB. Approximately 27.9 million shares of North Fork will be
issued in connection with the merger. It is expected that it will be
accounted for as a pooling-of-interests transaction for financial reporting
purposes and will be a tax-free reorganization. The merger agreement,
however, is not conditioned upon such accounting treatment. The exchange
ratio was based upon the price of North Fork's stock utilizing its closing
price on August 13, 1999 of $20.44 for a total value to JSB shareholders of
$61.31. The closing price of JSB common stock on that date was $58.75. The
merger is expected to close in the first quarter of 2000 following 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 JSB's outstanding shares at $58.75 per share should certain events
occur. Also, JSB has a right to terminate the agreement should the closing
price of North Fork's shares decline beyond a specified price and index,
unless North Fork elects to increase the exchange ratio.
The combination will increase North Fork's stated and tangible book
value per share by 25% and 30%, respectively, to $7.18 and $6.70. It is
also expected to be accretive to North Fork's earnings per share by $0.03
in the full year 2000. Additionally, North Fork's projected capital ratio
will be 10.4% or an increase of 22%. North Fork's common shares outstanding
will rise to approximately 171 million for an estimated market
capitalization of $3.4 billion. "Mr. Adikes and his entire board should be
commended for having created and preserved the value of this pristine
organization. This balance sheet speaks for itself. We are proud to have
been selected as their merger partner," stated John Adam Kanas, Chairman,
President and Chief Executive Officer of North Fork. He went on to say "The
consummation of this transaction is very encouraging. We believe it marks
the return of a more rational trend in thrift consolidation to this
market."
JSB had total assets of $1.6 billion, deposits of $1.2 billion and
stockholders' equity of $375 million at June 30, 1999. It conducts its
business from thirteen full service offices: ten located in the New York
City borough of Queens, one in the borough of Manhattan and two on Long
Island. All of these locations are complimentary to North Fork's branch
network and will remain after the merger is complete. JSB has consistently
ranked among the highest performing thrift companies in the nation. This
well managed company brings a stable deposit base, access to many customers
and a solid capital position to the combination with North Fork. Park T.
Adikes, Chairman and Chief Executive Officer of JSB will join North Fork's
Board of Directors. "In this transaction, our shareholders and employees
will become part of one of the best performing banks in the country. We are
excited about the prospects of our future together," stated Mr. Adikes.
Following the merger, North Fork will have approximately $13.2
billion in assets, deposits of $7.6 billion and stockholders' equity of
$1.2 billion. In connection with the merger, North Fork will reissue
approximately seven million shares purchased under its 10% share repurchase
program. Simultaneously, with the approval of the merger transaction, North
Fork's Board of Directors rescinded the share repurchase program.
NORTH FORK PLANS AN ANALYST CONFERENCE CALL FOR TUESDAY, AUGUST 17,
1999 AT 2:00 P.M. EDT, to elaborate on the strategic rational and financial
implications of the acquisition. THE TELEPHONE NUMBER TO CALL IN THE UNITED
STATES IS 800-553-0351. An international telephone number is also available
for this conference. THE INTERNATIONAL TELEPHONE NUMBER IS 612-332-0932.
The presentation that will be used during the conference call may be
obtained on Tuesday, August 17, 1999 by logging on to
WWW.NORTHFORKBANK.COM.
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 an
adverse interest rate environment could develop. North Fork's current
report on Form 8K filed on or about August 16, 1999 discloses more fully
these factors.
North Fork, with total assets of approximately $11.5 billion,
operates over 110 branch locations throughout the New York Metropolitan
area and Connecticut. It is ranked among the Top 50 Commercial Bank Holding
Companies in the United States, and its profitability and efficiency are
ranked among the industry's best.
CONTACTS: NORTH FORK BANCORP
DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
(516) 298-5000
JSB FINANCIAL, INC.
THOMAS R. LEHMANN
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
EDWARD LEKSTUTIS, VICE PRESIDENT
(516) 887-7000
EXHIBIT 99.2
NORTH FORK BANCORPORATION, INC. [NFB LOGO]
Acquisition of
JSB Financial, Inc.
- Parent Company of -
JAMAICA SAVINGS BANK, FSB
August 16, 1999
Conference Call Logistics
North Fork Bancorp will host a conference call at 2:00 P.M. E.D.T.
TOMORROW, TUESDAY, AUGUST 17. The number to call in the United States is
800-553-0351 and Internationally (612) 332-0932. Persons who find this time
inconvenient can call after 6:00 p.m. E.D.T. at USA 800-475-6701, or
Internationally (320) 365-3844 Access Code#465955 for a taped rebroadcast
that will be continuously played for 30 hours. A copy of this presentation
can be accessed on the internet at www.northforkbank.com.
This presentation 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, revenue
enhancements and timing might not be realized. Additionally, a
deterioration in economic conditions adversely effecting the
interest rate environment could develop that may effect these
forward looking statements. North Fork's current report on Form
8-K filed on August 16, 1999 discloses more fully these
factors.
DESCRIPTION OF JSB FINANCIAL [NFB LOGO]
Principal subsidiary is Jamaica Savings Bank, FSB with 13 locations
in Queens, Nassau, Suffolk and Manhattan.
JSB SUMMARY FINANCIAL HIGHLIGHTS AS OF JUNE 30, 1999
Total Assets $1.6 billion
Loans, net $1.2 billion
Securities $0.3 billion
Deposits $1.1 billion
Shareholders' Equity $375 million
Equity to Assets 22.8%
THE MERGER TRANSACTION [NFB LOGO]
Fixed Exchange Ratio 3.0 shares of NFB for
each share of JSB
Acquisition Price Per Share $61.31 (based on
8/13/99 closing)
Aggregate Price $569 million
Price to JSB Book Value 152%
Price to JSB 2000 EPS Multiple 18.0 x
Premium to Market 4.4%
Pro forma Ownership NFB: 84% , JSB: 16%
Anticipated Closing First Quarter 2000
Anticipated Accounting Treatment Pooling-of-Interests and
tax free exchange
Approvals Regulatory and Shareholders'
Stock Option 19.9% of JSB
Walk away Double trigger walk away
- 20% absolute price decline
for NFB and a 10% relative
price decline from a
selected index
Due Diligence Completed, including Y2K
Reissuance of 7.3 million NFB treasury shares coincident with the closing.
RATIONALE FOR TRANSACTION [NFB LOGO]
o Immediately increases tangible book value 30%.
o Immediately accretive to earnings per share.
o Provides $1.1 billion of additional core deposits.
o Adds 130,000 retail customers with new markets for
commercial banking products.
o In-market transaction, substantial cost savings and
exceptional revenue potential.
o Significantly increases our New York City
market penetration.
o Very low execution risk.
SIGNIFICANT INCREASE IN NORTH FORK'S BOOK VALUE [NFB LOGO]
[Following is a statistical data table in lieu of a graphic
image in the printed document]
TBV SBV At June 30, 1999
NFB $5.20 $5.79 o Tangible Book
ProForma $6.70 $7.18 Value increases
- ------------ ------------ ------------ 30% to $6.70.
o Stated Book Value
increases
25% to $7.18.
Based on analyst estimates of NFB prospective EPS
and dividend payout, it would take 17 months to
reach these book value levels without this
transaction.
CAPITAL POSITIONING WITH FLEXIBILITY [NFB LOGO]
[Following is a statistical data table in lieu of a graphic
image in the printed document]
"Well Capitalized" NFB Pro Forma
Leverage 5.00% 8.50% 10.35%
o North Fork's Leverage Ratio
rises 10.35% from 8.50% at
June 30, 1999
o Creates substantial capital
capacity for future strategic
and operating initiatives
ACCRETIVE TO NFB EARNINGS [NFB LOGO]
(in 000's except per share amounts) 2000 After 2000
Tax Earnings EPS
------------------- -----------------
North Fork Bancorp * $237,160 $1.75
JSB Financial * 32,198
Share Issuance (1) 7,118
Estimated Benefits of the Merger:
Cost Savings 13,154
Revenue Enhancements 4,680
Tax efficiencies (2) 4,707
Portfolio Optimization (3) 5,655
Pro Forma Combined $304,672 $1.78
This earnings model assumes no leverage on additional capital.
* Mean IBES estimates
(1) Earnings on cash proceeds without leverage.
(2) Benefit derived from NFB's lower effective tax rate.
(3) Yield improvement on JSB liquid assets acquired.
<TABLE>
<CAPTION>
PRO FORMA BALANCE SHEET [NFB LOGO]
June 30, 1999, in millions, North Fork JSB Pro Forma %
except per Bancorp Financial Combined Increase
share amounts
------------------ ------------------------------------ ------------------
<S> <C> <C> <C> <C>
Assets $11,522 $1,620 $13,189 +14%
Investments $4,856 $319 $5,222 +8%
Loans, net of unearned $6,064 $1,190 $7,254 +20%
Total Deposits $6,489 $1,110 $7,599 +17%
Total Borrowings $3,850 $50 $3,900 +1%
Capital Securities $199 - $199 -
Stockholders' Equity $804 $375 $1,226 +53%
Intangibles $82 - $82 -
Stated Book Value $5.79 $40.43 $7.18 +25%
Tangible Book Value $5.20 $40.43 $6.70 +30%
</TABLE>
<PAGE>
MERGER AND RESTRUCTURE CHARGE [NFB LOGO]
($ in millions) Pre tax After tax
------- ---------
Merger Expense $4.1 $3.5
Restructure Charges:
Contracts and Severance $32.6 $22.1
Facility and Equipment 5.6 3.3
Other 0.9 0.5
Total Restructure Charge $39.1 $25.9
Tax Bad Debt Recapture $11.6 $7.5
Total Merger and Restructure Charge $54.8 $36.9
<TABLE>
<CAPTION>
COMPARABLE M&A TRANSACTION PRICING [NFB LOGO]
($ in millions)
PRICE AS A MULTIPLE OF:
---------------------------------
ANNOUNCE. ANNOUNCED PREMIUM BOOK TANG. BOOK FORWARD
DATE ACQUIROR TARGET VALUE TO MARKET VALUE VALUE EPS
- ----------- ---------------------------- ------------------------------------------------------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
08/16/99 NORTH FORK BANCORP JSB FINANCIAL $569.4 4.4% 1.52X 1.52X 18.0X
1999 YTD
07/28/99 BB&T Corporation Premier Bancshares $597.7 (3.3%) 3.27x 3.35x 21.5x
06/29/99 Hudson United Bncp JeffBanks Inc. 386.9 18.5 2.74 2.85 19.9
06/07/99 Sky Financial Group Mahoning Natl Bncp 306.6 54.5 3.16 3.16 18.6
06/02/99 Peoples Heritage Banknorth Group Inc. 776.9 22.8 2.35 3.06 14.2
05/07/99 Zions Bancorp Pioneer Bancorp. 346.5 NM 5.13 5.13 22.7
05/19/99 U.S. Bancorp Western Bancorp 958.0 13.8 2.61 4.37 22.1
04/19/99 Citizens Bkng Corp. F&M Bncp Inc. 822.5 27.8 3.27 3.42 21.1
02/22/99 Union Planters Corp. Republic Bnkg Corp. 412.0 10.8 2.42 2.60 19.3
02/18/99 U.S. Bancorp Bank of Commerce 306.3 15.9 4.55 4.55 19.6
02/18/99 Summit Bancorp Prime Bancorp Inc. 302.5 0.5 3.25 3.35 21.4
1999 MEDIAN 15.9% 3.20X 3.35X 20.5X
</TABLE>
IN SHORT THIS TRANSACTION. . . [NFB LOGO]
... adds to book value.
... adds to GAAP earnings.
... adds over $1 billion in core deposits.
... adds 130,000 more customers.
... does not add to credit risk.
.... is very simple to execute.
