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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 14, 1999
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NORTH FORK BANCORPORATION, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-10458 36-3154608
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
275 Broad Hollow Road
Melville, New York 11747
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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 announcing increased
1999 third quarter earnings of $54.1 million, or diluted earnings per share of
$.40, as compared to $52.7 million, or $.37 diluted earnings per share, in 1998.
Net income for the nine months ended September 30, 1999 was $166.1 million, or
diluted earnings per share of $1.20 which increased 13%, as compared to $1.06
diluted earnings per share or $149.5 million in the prior year nine month
period. The press release issued by the Registrant described herein is attached
hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its
entirety.
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 14, 1999
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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 hereunto duly authorized.
Date: October 25, 1999
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
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Daniel M. Healy
Executive Vice President and
Chief Financial Officer
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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 Contact: Daniel M. Healy
Executive Vice President
Chief Financial Officer
NORTH FORK BANCORP ANNOUNCES INCREASE IN NET INCOME
FOR THE THIRD QUARTER OF 1999
AND PROGRESS TOWARDS PENDING MERGER TRANSACTIONS
MELVILLE, N.Y. - OCTOBER 14, 1999 - NORTH FORK BANCORPORATION, INC. (NYSE:
NFB) reported increased 1999 third quarter earnings of $54.1 million, or diluted
earnings per share of $.40, as compared to $52.7 million, or $.37 diluted
earnings per share, in 1998. Net income for the nine months ended September 30,
1999 was $166.1 million, or diluted earnings per share of $1.20 which increased
13%, as compared to $1.06 diluted earnings per share or $149.5 million in the
prior year nine month period. Average shares outstanding in 1999 were reduced by
the Company's previously announced commitment to purchase its shares in open
market transactions to satisfy the share exchange ratio in the pending Reliance
Bancorp, Inc. purchase transaction, discussed more fully below. Net income for
the nine months ended September 30, 1998, excludes merger related restructure
charges and special items of $38.6 million ($.28 diluted earnings per share),
net of taxes, associated principally with the March 1998 acquisition of New York
Bancorp, the parent company of Home Federal Savings Bank. North Fork's return on
average equity in the three and nine month periods ended September 30, 1999
exceeded 26% and generated returns on average assets of 1.84% and 1.96%,
respectively. "We will achieve our financial goals for the full year and are
anxious to complete the integration of our pending acquisitions," stated John
Adam Kanas, Chairman, President and Chief Executive Officer.
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Net interest income for the quarter ended September 30, 1999 was $113.4
million, providing a net interest margin of 4.09%, as compared to $106.4
million and 4.46% for the same period in 1998. On a linked quarter basis in
1999, the net interest margin declined fourteen basis points from the 4.23%
recorded in the quarter ended June 30, 1999. Although the net interest income
remained at approximately the same level, the net interest margin declined
primarily due to an increase in the average cost and volume of short term
borrowings. Total deposits at September 30, 1999 were $6.6 billion reflecting
increases over September 30, 1998 and June 30, 1999. "The Reliance and Jamaica
transactions bring valued core deposits, which will reduce our dependence on
borrowings in the future and should reverse the trend of margin decline," said
Mr. Kanas. The demand deposit component of total deposits continued its upward
trend, a reflection of the Company's ability to convert acquired thrift
institutions to its commercial banking model.
At September 30, 1999, loans were $6.4 billion, or approximately 13%
greater than September 1998. Each component of the Company's loan portfolio
contributed to this growth, with consumer loans reflecting the largest increase.
The Company's consumer loans are principally "A" rated.
In 1999, non interest income, exclusive of security transactions, reflected
gains compared to 1998. Additionally, the core efficiency ratio improved to 34%
in both the 1999 third quarter and year to date. In the quarter, the Company
purchased approximately $50 million of trust accounts from Republic National
Bank for its trust services and asset management business. The Company plans to
selectively add profitable fee generating products when similar opportunities
arise.
In August 1999, the Company announced that it had entered into definitive
agreements to acquire JSB Financial, Inc. (NYSE:JSB), the parent of Jamaica
Savings Bank, and Reliance Bancorp Inc. (NASDAQ:RELY), the parent of Reliance
Federal Savings Bank. The Company expects to issue approximately 27.8 and 17.1
million common shares in the JSB and RELY transactions, respectively. JSB will
be accounted for as a pooling of interests and RELY as a purchase transaction
for financial reporting purposes. Both are tax free exchanges that are expected
to close in the first quarter of 2000. RELY will be closed prior to the JSB
transaction. Regulatory applications with the FRB, FDIC, NYSBD and OTS have been
filed and special shareholder meetings seeking approval for the mergers will be
held in January 2000. The Company advised at the time of the RELY announcement
on August 30, 1999, that it intends to purchase up to approximately 8.5 million
of its common shares. These shares will satisfy in part, the RELY common share
exchange with the remainder of the issuable North Fork shares from common stock
held by the Company. North Fork held approximately 9 million shares in treasury
at the time of the announcement. Since August 30, 1999, approximately 5.2
million North Fork common shares, (including RELY equivalents), have been
purchased in open market transactions. While there can be no assurance provided
relative to the Company's success in purchasing the remaining or 3.3 million
shares, management believes that it can be accomplished prior to the RELY
consummation. Subsequent to these acquisitions, North Fork will enjoy a leading
New York Metropolitan market share with approximately $15.6 billion in assets,
$9.2 billion in deposits and will operate from 150 branch locations.
The Company is ranked among the top 50 Commercial Bank Holding Companies in
the nation and has consistently achieved superior financial returns. More
information regarding North Fork and its pending acquisitions of JSB and RELY
can be obtained from its website at www.northforkbank.com.
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North Fork Bancorporation, Inc.
(NYSE: NFB)
(In thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
INCOME STATEMENT HIGHLIGHTS Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
------------------------ ------------------------
<S> <C> <C> <C> <C>
Interest Income $ 208,221 $ 188,110 $ 604,444 $ 560,984
Interest Expense 94,857 81,735 267,591 245,888
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Net Interest Income 113,364 106,375 336,853 315,096
Provision for Loan Losses 1,250 1,000 3,750 3,000
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Net Interest Income after Provision for Loan Losses 112,114 105,375 333,103 312,096
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Non-Interest Income:
Fees and Service Charges on Deposit Accounts 7,807 6,583 21,233 19,476
Investment Mgmt., Commissions and Trust Fees 3,776 4,324 12,348 9,811
Mortgage Banking Operations 946 1,002 2,845 3,065
Other Operating Income 2,808 2,767 7,888 9,236
Net Securities Gains 180 3,116 9,900 4,834
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Total Non-Interest Income 15,517 17,792 54,214 46,422
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Non-Interest Expense:
Other Operating Expenses 38,035 35,742 112,943 109,866
Amortization of Intangible Assets 2,108 2,188 6,267 6,403
Capital Securities Costs 4,211 4,211 12,633 12,633
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Total Non-Interest Expense 44,354 42,141 131,843 128,902
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Earnings Before Income Taxes 83,277 81,026 255,474 229,616
Provision for Income Taxes 29,147 28,359 89,416 80,076
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Net Income before Special Items $ 54,130 $ 52,667 $ 166,058 $ 149,540
Less: Merger Related Restructure Charge
and Special Items, net of taxes (1) -- -- -- (38,601)
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Net Income $ 54,130 $ 52,667 $ 166,058 $ 110,939
========= ========= ========= =========
Earnings Per Share - Basic(1) $0.40 $0.37 $1.21 $1.06
Earnings Per Share - Diluted(1) $0.40 $0.37 $1.20 $1.06
Average Shares Outstanding - Basic 134,484 141,811 137,342 140,547
Average Shares Outstanding - Diluted 135,264 142,734 138,197 141,680
Cash Dividends per Share $0.150 $0.125 $0.450 $0.375
Return on Average Total Assets(1) 1.84% 2.07% 1.96% 2.00%
Return on Average Stockholders' Equity(1) (2) 26.17% 24.68% 26.33% 24.86%
Yield on Interest Earning Assets(3) 7.43% 7.85% 7.52% 7.94%
Cost of Funds 4.14% 4.19% 4.07% 4.22%
Net Interest Margin(3) 4.09% 4.46% 4.22% 4.48%
Core Efficiency Ratio(4) 33.73% 34.47% 34.17% 35.67%
</TABLE>
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North Fork Bancorporation, Inc.
(NYSE: NFB)
(In thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
Sept. 30, June 30, December 31, Sept. 30,
BALANCE SHEET HIGHLIGHTS 1999 1999 1998 1998
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<S> <C> <C> <C> <C>
Total Assets $ 11,914,847 $ 11,522,285 $ 10,679,556 $ 10,224,071
Loans, net 6,386,042 6,063,611 5,714,293 5,655,875
Allowance for Loan Losses 68,950 69,390 71,759 73,606
Securities Available-for-Sale 3,598,197 3,515,280 2,980,223 3,188,063
Securities Held-to-Maturity 1,279,978 1,340,653 1,571,545 988,814
Intangible Assets 81,052 82,109 84,676 92,579
Demand Deposits 1,461,517 1,437,155 1,263,105 1,113,162
Interest Bearing Deposits 5,109,381 5,052,312 5,164,517 5,356,111
Borrowings 4,170,416 3,849,796 2,990,096 2,470,096
Capital Securities 199,308 199,301 199,289 199,283
Stockholders' Equity 717,576 804,278 831,250 873,027
Book Value Per Share $5.38 $5.79 $5.89 $6.09
Actual Shares Outstanding 133,316 138,822 141,072 143,295
SELECTED FINANCIAL HIGHLIGHTS
CAPITAL RATIOS:
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Risk Based Capital
Tier 1 12.76% 14.52% 15.19% 16.58%
Total 13.75% 16.39% 15.57% 17.83%
Leverage Ratio 7.65% 8.50% 9.09% 9.68%
ASSET QUALITY:
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Non-Performing Loans $ 15,318 $ 13,876 $ 15,276 $ 17,123
Other Real Estate 462 646 3,217 3,269
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Total Non-Performing Assets $ 15,780 $ 14,522 $ 18,493 $ 20,392
====================================================================
Restructured, Accruing Loans $ -- $ -- $ 584 $ 4,298
Allowance for Loan Losses to Non-Performing Loans 450% 500% 470% 430%
Allowance for Loan Losses to Total Loans, net 1.08% 1.14% 1.26% 1.30%
Non-Performing Loans to Total Loans, net 0.24% 0.23% 0.27% 0.30%
</TABLE>
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Notes to September 30, 1999 Earnings Release
(1) Merger Related Restructure Charge and Special Items incurred in March 1998
were comprised of a $52.5 million merger related restructure charge, an
additional $11.5 million loan loss provision, a $6 million write-down of
intangible assets, securities losses of $2.5 million, and $1.8 million of
other operating expenses (net of $20.7 million in tax benefit). Tax items
included a charge of $5 million related to the recapture of Home Federal's
bad debt reserve for State and Local tax purposes and a benefit of $20
million, which resulted from a corporate reorganization. Diluted earnings
per share, return on average assets and return on average equity for the
nine months ended September 30, 1998 including these items was $0.78, 1.48%
and 18.44%, respectively.
(2) Excludes the effect of the SFAS No. 115 adjustment.
(3) Presented on a tax equivalent basis.
(4) The core efficiency ratio is defined as the ratio of non-interest expense,
net of other real estate expenses and other non-recurring charges, to net
interest income on a tax equivalent basis and other non-interest income,
net of securities gains and other non-recurring items.
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