<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2000
REGISTRATION NO. 333-32492
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 6712 36-3154608
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(State or Other Jurisdiction (Primary Standard (I.R.S. Employer Identification Number)
of Incorporation or Organization) Industrial Classification Code Number)
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275 Broadhollow Road
Melville, New York 11747
(631) 844-1004
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
---------------------
JOHN ADAM KANAS, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTH FORK BANCORPORATION, INC.
275 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(631) 844-1004
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
---------------------
Copies to:
WILLIAM S. RUBENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: March 15,
2000, the date the preliminary prospectus and letter of transmittal were first
sent to stockholders of Dime Bancorp, Inc., provided that no securities will be
purchased under the exchange offer until this Registration Statement is
effective and the exchange offer has expired in accordance with the tender
offer rules.
---------------------
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
[GRAPHIC OF NORTH FORK]
NORTH FORK BANCORPORATION, INC.
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
DIME BANCORP, INC.
FOR
0.9302 SHARES OF COMMON STOCK OF
NORTH FORK BANCORPORATION, INC.
AND
$2.00 NET TO THE SELLER IN CASH
OUR OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MAY 31, 2000 UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THIS
OFFER MAY BE WITHDRAWN AT ANY TIME AFTER MAY 16, 2000 AND PRIOR TO THE EXCHANGE
OF SUCH SHARES FOR NORTH FORK STOCK AND CASH FOLLOWING COMPLETION OF OUR OFFER,
BUT MAY NOT BE WITHDRAWN DURING ANY "SUBSEQUENT OFFERING PERIOD."
We are offering, upon the terms and subject to the conditions set forth
herein and in the related letter of transmittal, to exchange 0.9302 shares of
North Fork common stock and $2.00 in cash for each outstanding share of common
stock of Dime Bancorp, Inc., a Delaware corporation, including the associated
preferred share purchase rights issued pursuant to the Dime stockholder
protection rights agreement. In connection with the offer, FleetBoston
Financial Corporation has agreed to invest $250 million in North Fork. See "The
Offer--Source and Amount of Funds."
The purpose of our offer is to acquire control of, and ultimately the
entire common equity interest in, Dime. We intend, promptly after completion of
the offer, to seek to have Dime merge with North Fork or a wholly owned
subsidiary of North Fork. In the merger, each outstanding share of common stock
of Dime (except for Dime treasury shares and shares owned by North Fork for its
own account) would be converted into the same consideration per Dime share as
is paid in the offer, subject to appraisal rights available under Delaware law.
Following the completion of our offer and the merger and FleetBoston's
investment in North Fork, and assuming conversion of the preferred stock issued
to FleetBoston and exercise of the rights issued to FleetBoston, Dime
stockholders would own approximately 35%, North Fork stockholders would own
approximately 58%, and FleetBoston would own approximately 7% of the
outstanding North Fork common stock.
Based on the closing price of our common stock on May 12, 2000, our offer
has a value of $16.83 per Dime share, consisting of 0.9302 shares of North Fork
common stock with a value of $14.83 and $2.00 in cash. You should be aware that
because the number of North Fork shares you receive per Dime share in the offer
is fixed, the value of our offer will fluctuate as the market price of North
Fork common stock changes.
It is generally expected that you will be subject to federal income tax on
the cash consideration to be paid in our offer to the extent of the lesser of
your realized gain and the $2.00 per share cash component of the consideration,
but that you generally will not be subject to federal income tax on the North
Fork common stock to be paid in our offer. See "The Offer--Material United
States Federal Income Tax Consequences."
Our obligation to exchange North Fork common stock and cash for Dime
common stock is subject to the conditions listed under "The Offer--Conditions
of Our Offer."
North Fork's common stock is listed on the New York Stock Exchange under
the symbol "NFB" and Dime's common stock is listed on the New York Stock
Exchange under the symbol "DME."
SEE "RISK FACTORS" BEGINNING ON PAGE 27 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED UNDER THIS
PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES NORTH FORK IS OFFERING THROUGH THIS DOCUMENT ARE NOT
SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS
ASSOCIATION, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
---------------
The Dealer Manager for the Offer is
Sandler O'Neill & Partners, L.P.
---------------
The date of this preliminary prospectus is May 15, 2000.
<PAGE>
TABLE OF CONTENTS
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PAGE
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QUESTIONS AND ANSWERS
ABOUT THE PROPOSED
ACQUISITION ................................. 1
WHERE YOU CAN FIND MORE
INFORMATION ................................. 4
SUMMARY ........................................ 7
NORTH FORK
BANCORPORATION, INC.
SELECTED HISTORICAL
FINANCIAL INFORMATION ....................... 12
NORTH FORK COMBINED
SELECTED PRO FORMA
COMBINED FINANCIAL
INFORMATION ................................. 15
DIME BANCORP, INC. SELECTED
HISTORICAL FINANCIAL
INFORMATION ................................. 17
NORTH FORK
BANCORPORATION, INC.
SELECTED PRO FORMA
COMBINED FINANCIAL
INFORMATION FOR ALL
TRANSACTIONS ................................ 20
COMPARATIVE PER SHARE
DATA ........................................ 24
RISK FACTORS ................................... 27
REASONS FOR THE NORTH FORK
OFFER ....................................... 30
BACKGROUND OF THE OFFER ........................ 39
Background .................................. 39
Hudson-Dime Subsequent
Transaction Fees ......................... 43
THE OFFER ...................................... 45
Timing of Our Offer ......................... 46
Litigation .................................. 46
Extension, Termination and
Amendment ................................ 52
Exchange of Dime Shares; Delivery
of North Fork Common Stock and
Cash ..................................... 53
Cash Instead of Fractional Shares of
North Fork Common Stock .................. 54
Withdrawal Rights ........................... 54
Procedure for Tendering ..................... 55
Guaranteed Delivery ......................... 56
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Material United States Federal
Income Tax Consequences .................. 58
Effect of Offer on Market for Dime
Shares; Registration Under the
Exchange Act ............................. 60
Purpose of Our Offer; the North
Fork-Dime Merger; Appraisal
Rights ................................... 61
Conditions of Our Offer ..................... 63
Minimum Tender Condition ................. 63
North Fork Stockholder Approval
Condition ............................. 63
Regulatory Approval Condition ............ 63
Rights Plan Condition .................... 65
DGCL 203 Condition ....................... 65
North Fork-Dime Merger
Agreement Condition ................... 66
Certain Other Conditions of the
Offer ................................. 66
Source and Amount of Funds .................. 67
Certain Relationships with Dime ............. 70
Fees and Expenses ........................... 71
Accounting Treatment ........................ 71
Stock Exchange Listing ...................... 72
THE COMPANIES .................................. 73
North Fork Bancorporation, Inc. ............. 73
Dime Bancorp, Inc. .......................... 73
REGULATION AND SUPERVISION
OF NORTH FORK ............................... 74
General ..................................... 74
Payment of Dividends ........................ 74
Transactions with Affiliates ................ 74
Holding Company Liability ................... 75
Prompt Corrective Action .................... 75
Capital Adequacy ............................ 76
Enforcement Powers of the Federal
Banking Agencies ......................... 77
Control Acquisitions ........................ 77
Financial Modernization Legislation ......... 77
Future Legislation .......................... 78
DESCRIPTION OF NORTH FORK
CAPITAL STOCK ............................... 78
General ..................................... 78
Common Stock ................................ 78
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Preferred Stock .................... 78
Anti-Takeover Provisions ........... 80
COMPARISON OF STOCKHOLDER
RIGHTS ............................. 80
Summary of Material Differences
Between the Rights of North Fork
Stockholders and the Rights of
Dime Stockholders ............... 81
DIME INFORMATION ...................... 85
LEGAL MATTERS ......................... 86
EXPERTS ............................... 86
FORWARD-LOOKING
STATEMENTS ......................... 87
PRICE RANGE OF COMMON
STOCK AND DIVIDENDS ................ 88
North Fork ......................... 88
Dime ............................... 88
North Fork Dividend Policy ......... 88
PRO FORMA CONDENSED
COMBINED FINANCIAL
STATEMENTS (UNAUDITED) ............. 89
SCHEDULE A: DIRECTORS AND
OFFICERS OF NORTH FORK ............. A-1
SCHEDULE B: OWNERSHIP OF
SHARES OF CERTAIN
BENEFICIAL OWNERS AND
NORTH FORK MANAGEMENT .............. B-1
SCHEDULE C: SECTION 203 OF
THE DELAWARE GENERAL
CORPORATION LAW .................... C-1
</TABLE>
This document incorporates important business and financial information
about North Fork and Dime from documents filed with the SEC that have not been
included in or delivered with this document. This information is available at
the Internet world wide web site the SEC maintains at HTTP://WWW.SEC.GOV, AS
WELL AS FROM OTHER SOURCES. SEE "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE
4.
YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM US, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST TO OUR INFORMATION AGENT, D.F. KING & CO., INC.,
77 WATER STREET, NEW YORK, NEW YORK 10005, TOLL-FREE 1-800-755-7250.
In order to receive timely delivery of the documents, you must make your
requests no later than May 24, 2000.
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QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION
Q: WHAT IS NORTH FORK PROPOSING?
A: We are proposing to acquire control of, and ultimately the entire
common equity interest in, Dime by offering to exchange all outstanding
shares of Dime common stock and the associated preferred share purchase
rights for shares of North Fork common stock and cash. We intend,
promptly after completion of the offer, to seek to merge Dime with
North Fork or a wholly owned subsidiary of North Fork. As a result of
the merger, each share of Dime common stock which has not been
exchanged or accepted for exchange in the offer would be converted into
the same number of North Fork shares and the same amount of cash per
Dime share as is paid in the offer, subject to appraisal rights.
Q: WHAT WILL I RECEIVE IN EXCHANGE FOR MY SHARES?
A: We are offering 0.9302 shares of North Fork common stock and $2.00 net
in cash for each share of Dime common stock validly tendered and not
properly withdrawn. You will not receive any fractional shares of North
Fork common stock. Instead, you will receive cash in an amount equal to
the market value of any fractional North Fork share you would otherwise
have been entitled to receive.
Q: WHAT IS THE STATUS OF THE DIME'S PROPOSED MERGER WITH HUDSON?
A. On April 28, 2000, Dime announced that Dime and Hudson mutually agreed
to terminate their merger agreement. This announcement satisfied the
previous conditions to our offer relating to the Dime stockholder vote
on the Dime-Hudson merger agreement and the termination of that
agreement. Dime also announced that, in light of the termination of its
merger agreement with Hudson, Dime's board of directors would begin a
"comprehensive exploration of all strategic options."
Q: WHY SHOULD I PARTICIPATE IN YOUR OFFER?
A: We believe that our proposed acquisition represents an opportunity to
enhance value for Dime stockholders by providing, among other things:
o a significant premium over the price levels at which we believe
Dime's common stock would be trading in the absence of our offer
and what we believe is the market's expectation that Dime will be
acquired by another financial institution in the near future,
o better long-term growth prospects,
o improved cash dividends, and
o management with a proven track record of successfully integrating
acquisitions.
The average closing price of Dime common stock was $12.58 during the
twenty trading days preceding the announcement of our offer on March 5,
2000. Based on closing prices for Hudson common stock during that
period, the average value to Dime stockholders of the terminated Hudson
merger during that period was $12.56.
Based on the closing price of North Fork common stock on the NYSE on
May 12, 2000, our offer has a value of $16.83 per Dime share. Based on
recent stock prices for North Fork and Dime, our offer does not
represent a premium over Dime's current stock price. You should be
aware that because the number of North Fork shares you receive per Dime
share in the offer is fixed, the value of the offer will fluctuate as
the market price of North Fork common stock changes.
Q: HOW DO I PARTICIPATE IN YOUR OFFER?
A: To tender your shares, you should do the following:
o If you hold shares in your own name, complete and sign the enclosed
letter of transmittal and return it with your share certificates
to First Chicago Trust Company of New York, the exchange agent
for the offer, at the appropriate address specified on the back
cover page of this prospectus before the expiration date of the
offer.
o If you hold your shares in "street name" through a broker, instruct
your broker to tender your shares before the expiration date of
the offer.
Q: WILL I CONTINUE TO RECEIVE DIVIDENDS AND HAVE VOTING RIGHTS WITH RESPECT
TO DIME SHARES THAT I TENDER TO YOU?
A: Yes. Until we accept your Dime shares for exchange at the completion of
our offer, you will be entitled to receive any dividends paid on your
tendered Dime shares and you will continue to have the right to vote
your
1
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tendered Dime shares. Once we complete our offer and exchange all Dime
shares tendered by you in the offer and not withdrawn, you will own
North Fork stock and will have all dividend and voting rights of a
North Fork stockholder.
Q: WHEN AND HOW CAN I WITHDRAW TENDERED SHARES?
A: Dime shares tendered in the offer may be withdrawn by you at any time
after May 16, 2000 and prior to the exchange of your shares for North
Fork stock and cash in the offer. Your withdrawal will only be
effective if the exchange agent receives a written notice of withdrawal
at one of the addresses on the back cover of this prospectus, or by
facsimile at (201) 324-3402 or (201) 324-3403. The written notice must
contain your name, address, social security number, number of Dime
shares to be withdrawn, the certificate number or numbers for such
shares and the name of the registered holder of the shares, if
different from the person who tendered the shares. All signatures on
the notice of withdrawal must be guaranteed by a financial institution
in accordance with the procedures set forth in this prospectus under
"The Offer--Withdrawal Rights."
Q: WHAT IS FLEETBOSTON'S INVOLVEMENT IN THE OFFER?
A: As described more fully under "The Offer--Source and Amount of Funds,"
FleetBoston is investing $250 million in North Fork. The proceeds of
this investment will provide us with funds for the cash portion of the
offer. Assuming conversion of the preferred stock and exercise of the
common stock purchase rights to be acquired by FleetBoston for its
investment, FleetBoston would own approximately 7% of North Fork
following the merger with Dime. FleetBoston will make this investment in
us only in connection with the completion of our acquisition of Dime
common stock in the offer. In connection with its agreement to invest in
North Fork, FleetBoston has agreed to, among other things, "standstill"
provisions with respect to each of North Fork, Dime and Hudson.
Q: HOW WOULD YOU GO ABOUT COMPLETING YOUR PROPOSED ACQUISITION?
A: We have taken several steps in furtherance of our offer, including the
following:
o We commenced our offer on March 15, 2000.
o We actively solicited Dime stockholders to vote against the
recently terminated Dime-Hudson merger.
o On March 15, 2000, we filed an application with the Federal Reserve
Board to obtain the regulatory approvals necessary to complete
the offer and the merger.
o Promptly after the SEC declares our registration statement
effective, we intend to file with the SEC proxy materials to be used
for soliciting the approval by our stockholders of the issuance of
our shares in the offer and the merger.
One of the conditions of our offer is the approval by our stockholders
of the issuance of North Fork stock in our offer and the related
merger. Because we have not commenced the process of obtaining the
approval of our stockholders by filing a preliminary proxy statement
with the SEC, we do not expect to be in a position to obtain the
requisite approval of our stockholders prior to the current May 31,
2000 expiration date of the offer. Accordingly, we currently intend to
extend the expiration date of our offer beyond May 31, 2000. Any
decision to extend the offer will be made public by an announcement
regarding such extension as described under "The Offer--Extension,
Termination and Amendment."
Q: HOW LONG WILL IT TAKE TO COMPLETE YOUR PROPOSED OFFER?
A: The timing of completion of our offer will depend on when Dime meets
with us to negotiate an agreement to provide for the completion of our
offer and second-step merger. We believe that if we enter into a
definitive agreement with Dime by the end of May, we could complete our
proposed offer in July 2000. However, the Dime board of directors has
taken numerous actions in an attempt to delay our offer, including
filing two lawsuits against us and opposing our regulatory application
with the Federal Reserve Board. By tendering your shares, you will be
sending a message to Dime's management and board of directors that you
want Dime to participate in a combination with us.
Q: HAS DIME MET WITH YOU TO DISCUSS YOUR OFFER?
A: No. The now-terminated Dime-Hudson merger agreement contained a
provision
2
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which prevented Dime's board of directors from discussing our offer
with us while that agreement was in effect. Now that the Dime-Hudson
merger agreement has been terminated, we would expect Dime to meet with
us to discuss our offer.
On May 2, 2000, we sent a letter to Dime indicating that we had
directed our financial advisors to contact Dime's to arrange a meeting
to discuss our offer. However, Dime wrote us back on the same day
stating that it would be "premature" to consider meeting with us until
after completion of its "comprehensive exploration of all strategic
options," and that Dime would "get back to" us when this review is
complete.
Q: WHAT ARE THE CONDITIONS TO YOUR OFFER?
A: Our offer is subject to several conditions, including:
o tender of enough shares of Dime so that, after completion of the
offer, we own at least a majority of Dime shares (on a fully
diluted basis);
o the approval by our stockholders of the issuance of North Fork
stock in the offer and the merger;
o the receipt of all required regulatory approvals;
o making Dime's "poison pill" stockholder rights plan inapplicable to
our offer and the proposed North Fork-Dime merger;
o our being satisfied that the provisions of Section 203 of the
Delaware General Corporation Law do not apply to our offer and
the proposed North Fork-Dime merger; and
o the execution of a definitive merger agreement between North Fork
and Dime.
These conditions and other conditions to our offer are discussed in
this prospectus under "The Offer--Conditions of Our Offer."
Q: WILL I BE TAXED ON THE NORTH FORK SHARES OR THE CASH THAT I RECEIVE?
A: We expect that you will not be taxed on the North Fork shares that you
receive, except to the extent that you receive cash in lieu of
fractional shares. In general, however, we expect that if you realize a
gain on the exchange you will be taxed on such gain up to the amount of
the $2.00 per share cash component of the consideration that you
receive, but that if you realize a loss on the exchange, you will not
be permitted to recognize it.
Q: WHAT HAPPENS IF NORTH FORK INCREASES THE CONSIDERATION TO BE PAID IN
THE OFFER WHEN I HAVE ALREADY TENDERED MY SHARES?
A: All Dime stockholders will receive the highest consideration paid to
any stockholder in our offer. Accordingly, if we were to increase the
consideration to be paid in our offer when you have already tendered
your shares, you would receive that increased consideration upon the
completion of our offer.
Q: DO THE STATEMENTS ON THE COVER PAGE REGARDING THE POSSIBILITY THAT THE
INFORMATION IN THIS PROSPECTUS MAY BE CHANGED AND THE REGISTRATION
STATEMENT FILED WITH THE SEC NOT YET BEING EFFECTIVE MEAN THAT THE
OFFER HAS NOT COMMENCED?
A: No. Completion of this prospectus and effectiveness of the registration
statement are not necessary for the offer to commence. The SEC recently
changed its rules to permit exchange offers to begin before the related
registration statement has become effective, and we are taking
advantage of the rule changes with the goal of combining North Fork and
Dime faster than similar combinations could previously have been
accomplished. We cannot, however, accept for exchange any shares
tendered in the offer until the registration statement is declared
effective by the SEC and the other conditions to our offer have been
satisfied or, where permissible, waived.
Q: WHERE CAN I FIND MORE INFORMATION ABOUT NORTH FORK AND DIME?
A: You can find more information about North Fork and Dime from various
sources described under "Where You Can Find More Information" on page
4.
Q: WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFER?
A: You can contact our information agent, D.F. King & Co., Inc., toll-free
at 1-800-755-7250.
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WHERE YOU CAN FIND MORE INFORMATION
North Fork and Dime file annual, quarterly and other reports, proxy
statements and other information with the SEC under the Securities Exchange Act
of 1934. You may read and copy this information at the following locations of
the SEC:
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Public Reference Room North East Regional Office Midwest Regional Office
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers like North Fork
and Dime who file electronically with the SEC. The address of that site is
HTTP://WWW.SEC.GOV.
You can also inspect reports, proxy statements and other information about
North Fork and Dime at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
We filed a registration statement on Form S-4 with the SEC under the
Securities Act of 1933 to register the North Fork common shares to be issued in
our offer, and we also have filed amendments to that registration statement.
This prospectus is a part of that registration statement. As allowed by SEC
rules, this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement. In
addition, on March 15, 2000 we filed with the SEC a tender offer statement on
Schedule TO pursuant to rule 14d-3 under the Securities Exchange Act of 1934 to
furnish certain information about our offer, and we have filed amendments to
the Schedule TO. You may obtain copies of the Form S-4 and the Schedule TO (and
any amendments to those documents) in the manner described above.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus.
4
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This prospectus incorporates by reference the documents listed below that
North Fork and Dime have previously filed with the SEC. These documents contain
important information about North Fork and Dime and their businesses, financial
condition and results of operations.
<TABLE>
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NORTH FORK SEC FILINGS PERIOD
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Annual Report on Form 10-K ................................. Year ended December 31, 1999, as filed on
March 30, 2000
The description of North Fork common stock set
forth in North Fork's registration statements filed
by North Fork pursuant to Section 12 of the
Exchange Act including any amendment or report
filed for purposes of updating any such description.
The portions of North Fork's proxy statement for the
annual meeting of stockholders to be held on
April 27, 2000 that have been incorporated by
reference in the 1999 North Fork Form 10-K.
Current Reports on Form 8-K ................................ Filed on:
o April 24, 2000
o April 18, 2000
o April 14, 2000 (Form 8-K/A-2 amending
Current Report on Form 8-K filed with
the SEC on March 3, 2000)
o March 28, 2000 (Form 8-K/A amending
Current Report on Form 8-K filed with
the SEC on March 3, 2000)
o March 13, 2000
o March 3, 2000
o December 30, 1999
DIME SEC FILINGS PERIOD
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Annual Report on Form 10-K (except for the report
of Dime's independent accountants contained
therein which is not incorporated herein by
reference because the consent of Dime's
independent accountants has not yet been
obtained) ................................................. Year ended December 31, 1999, as filed on
March 30, 2000 and as amended by a
Form 10-K/A filed on March 31, 2000
The description of Dime's common stock set forth in
Dime's registration statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act,
including any amendment or report filed with the
SEC for the purpose of updating this description. ......... Filed on January 10, 1995
The description of the rights agreement, contained in
Dime's registration statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act,
including any amendment or report filed with the
SEC for the purpose of updating this description. ......... Filed on November 3, 1995
Current Reports on Form 8-K ................................ Filed on:
o May 1, 2000
o April 19, 2000
</TABLE>
All documents filed by North Fork and Dime pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date of this
prospectus to the date that shares are accepted for exchange pursuant to our
offer (or the date that our offer is terminated) shall also be deemed to be
incorporated herein by reference.
5
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE ARE AVAILABLE FROM US WITHOUT CHARGE
UPON REQUEST TO OUR INFORMATION AGENT, D.F. KING & CO., INC., 77 WATER STREET,
NEW YORK, NEW YORK 10005, TOLL-FREE 1-800-755-7250. IN ORDER TO ENSURE TIMELY
DELIVERY, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN MAY 24, 2000. IF YOU
REQUEST ANY INCORPORATED DOCUMENTS FROM US, WE WILL MAIL THEM TO YOU BY FIRST
CLASS MAIL, OR ANOTHER EQUALLY PROMPT MEANS, WITHIN ONE BUSINESS DAY AFTER WE
RECEIVE YOUR REQUEST.
We have not authorized anyone to give any information or make any
representation about our offer that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. The
information contained in this document speaks only as of the date of this
document unless the information specifically indicates that another date
applies.
6
<PAGE>
SUMMARY
This brief summary does not contain all of the information that should be
important to you. You should carefully read this entire document and the other
documents to which this document refers you to fully understand the offer. See
"Where You Can Find More Information" on page 4.
WE ARE OFFERING TO EXCHANGE 0.9302 SHARES OF OUR STOCK AND $2.00 IN CASH FOR
EACH DIME SHARE (PAGE 45)
We are proposing a business combination of North Fork Bancorporation,
Inc. and Dime Bancorp, Inc. We are offering to exchange 0.9302 shares of North
Fork common stock and $2.00 net in cash per Dime common share validly tendered
and not properly withdrawn. The consideration we are offering you has a value
of $16.83 per share, based on the closing price of North Fork common stock on
May 12, 2000.
We intend, promptly after completion of the offer, to seek to merge Dime
with North Fork or a wholly owned subsidiary. Each share of Dime common stock
which has not been exchanged or accepted for exchange in the offer would be
converted into the same number of North Fork shares and the same amount of cash
as is paid in the offer, subject to appraisal rights.
In connection with the offer, FleetBoston Financial Corporation has
agreed to invest $250 million in North Fork. See "The Offer--Source and Amount
of Funds."
$2.00 CASH COMPONENT MAY BE SUBJECT TO FEDERAL INCOME TAX, BUT COMMON STOCK
COMPONENT GENERALLY IS NOT EXPECTED TO BE SUBJECT TO FEDERAL INCOME TAX (PAGE
58)
Based on the opinion of our counsel, Skadden, Arps, Slate, Meagher &
Flom LLP, which is subject to the qualifications and assumptions set forth in
the "The Offer--Material United States Federal Income Tax Consequences," we
expect that you will not be taxed on the North Fork shares that you receive,
except to the extent that you receive cash in lieu of fractional shares. In
general, however, we expect that if you realize a gain on the exchange you will
be taxed on such gain up to the amount of the $2.00 per share cash component of
the consideration that you receive, but that if you realize a loss on the
exchange, you will not be permitted to recognize it.
For more information, see "The Offer--Material United States Federal
Income Tax Consequences" on page 58.
INFORMATION ABOUT NORTH FORK AND DIME
(PAGE 73)
NORTH FORK BANCORPORATION, INC.
275 Broadhollow Road
Melville, New York 11747
(631) 844-1004
North Fork is a commercial bank holding company. Our primary subsidiary
is North Fork Bank, a commercial bank which operates 154 banking facilities
throughout the greater New York City metropolitan area. Based on the closing
price of North Fork common stock on May 12, 2000, our market capitalization was
approximately $2.8 billion. At December 31, 1999, on a pro forma basis giving
effect to our acquisitions of JSB Financial and Reliance Bancorp, we had total
assets of $16.3 billion, deposits of $9.2 billion and stockholders' equity of
$1.3 billion.
DIME BANCORP, INC.
589 Fifth Avenue
New York, New York 10017
(212) 326-6170
Dime is a savings and loan holding company. Dime's primary subsidiary is
The Dime Savings Bank of New York, FSB, a federal savings bank that operates
127 banking offices throughout the greater New York City metropolitan area. At
December 31, 1999, Dime had consolidated assets of $23.9 billion, consolidated
deposits of $14.3 billion and consolidated stockholders' equity of $1.5
billion. Based on the closing price of Dime's common stock on May 12, 2000,
Dime's market capitalization was approximately $2.0 billion.
TERMINATION OF THE PROPOSED DIME-HUDSON MERGER AGREEMENT (PAGE 43)
On April 28, 2000, Dime announced that Dime and Hudson mutually agreed
to terminate their merger agreement and the related stock option agreements. As
a result of this announcement, the previous conditions to our offer relating to
the Dime stockholder vote on the Dime-Hudson merger agreement and the
termination of that agreement were satisfied. Dime also an-
7
<PAGE>
nounced that, in light of the termination of its merger agreement with Hudson,
Dime's board of directors would begin a "comprehensive exploration of all
strategic options."
In connection with the termination of their agreements, Dime and Hudson
entered into a new agreement providing for the payment to Hudson of between $50
million and $92 million under circumstances similar to those under which Hudson
would have been entitled to exercise the stock option previously granted by
Dime. See "Background of the Offer--Hudson-Dime Subsequent Transaction Fees."
REASONS FOR THE NORTH FORK OFFER (PAGE 30)
We believe that our proposed acquisition of Dime represents a compelling
opportunity to enhance value for both Dime and North Fork stockholders and to
create a combined commercial banking franchise with a more prominent market
position in the greater New York City metropolitan area. Among the benefits
that we believe Dime stockholders would obtain from the combination of North
Fork and Dime are the following:
o Significant Premium. Our offer represents a significant premium
over the price levels at which we believe the Dime common stock
would trade in the absence of our offer and what we believe is the
market's expectation that Dime will be acquired by another
financial institution in the near future. Based on the closing
price of our common stock on May 12, 2000, our offer has a value
of $16.83 per Dime share. The average closing price of Dime common
stock was $12.58 during the twenty trading days preceding the
announcement of our offer on March 5, 2000. Based on closing
prices for Hudson common stock during that period, the average
value to Dime stockholders of the terminated Hudson merger during
that period was $12.56. Based on recent stock prices for North
Fork and Dime, our offer does not represent a premium over Dime's
current stock price.
o Better Long-Term Growth Prospects. We believe that a combination
of North Fork and Dime has better long-term growth prospects than
Dime on a stand-alone basis, potentially resulting in increased
shareholder value over the long-term.
o Low Execution Risk. Based on our substantial experience with
thrift acquisitions and the similarity of Dime's banking business
(exclusive of Dime's mortgage banking subsidiary) to the
businesses of the majority of institutions that we have acquired,
we believe that we can manage the execution risk associated with
the proposed acquisition of Dime and maintain superior operating
returns.
o Improved Cash Dividends. Based on our current annual dividend of
$0.72 per share, Dime stockholders would receive a pro forma
equivalent dividend of $0.67, or more than 109% above Dime's
current annual dividend rate of $0.32 per share. In addition to
the increased dividend, you will have the opportunity to invest
and earn a return on the cash portion of the consideration to be
paid in the offer.
The following table lists the current annual dividends for North
Fork and Dime and the pro forma equivalent annual dividend per
Dime share for the proposed combination of North Fork and Dime
(based on our current annual dividend and the 0.9302 exchange
ratio in our offer).
<TABLE>
<CAPTION>
NORTH FORK-
DIME
PRO FORMA
NORTH EQUIVALENT PER
FORK DIME DIME SHARE
------- -------- ---------------
<S> <C> <C> <C>
Current annual dividend $0.72 $0.32 $0.67
</TABLE>
COMPARATIVE PER SHARE MARKET PRICE INFORMATION (PAGE 88)
North Fork and Dime common stock trade on the NYSE under the symbols
"NFB" and "DME," respectively.
The following table lists the closing prices of North Fork common stock
and Dime common stock and the value of the North Fork offer per share of Dime
common stock on March 3, 2000, the last trading day before we announced the
offer, and on May 12, 2000, the last trading day before the date of this
prospectus. The value of the North Fork offer per Dime share at the
8
<PAGE>
specified dates represents the closing price of a share of North Fork common
stock on that date multiplied by the exchange ratio of 0.9302, plus $2.00.
<TABLE>
<CAPTION>
NORTH VALUE OF
FORK DIME NORTH FORK
COMMON COMMON OFFER PER
STOCK STOCK DIME SHARE
-------- -------- -----------
<S> <C> <C> <C>
March 3, 2000 $16.13 $12.94 $17.00
May 12, 2000 $15.94 $18.00 $16.83
------ ------ ------
</TABLE>
The value of the North Fork offer will fluctuate because the market
price of North Fork common stock will change prior to completion of the offer,
while the 0.9302 exchange ratio is fixed. You should obtain current stock price
quotations for North Fork common stock and Dime common stock. You can get these
quotations from a newspaper, on the Internet or by calling your broker.
NORTH FORK'S CURRENT QUARTERLY DIVIDEND OF $0.18 (PAGE 88)
The holders of North Fork common stock receive dividends if and when
declared by the North Fork board of directors out of legally available funds.
Our past practice has been to pay dividends on our common stock at a rate of
30% to 40% of operating earnings. We paid a cash dividend of $0.18 per common
share for the fiscal quarter ended December 31, 1999, and on March 28, 2000 we
declared a cash dividend of $0.18 per common share for the fiscal quarter ended
March 31, 2000.
Following completion of the offer and the merger, we expect to continue
paying quarterly cash dividends on a basis consistent with our past practice.
However, the declaration and payment of dividends will depend upon business
conditions, operating results, capital and reserve requirements and our board
of directors' consideration of other relevant factors. No assurance can be
given that we will continue to pay dividends on our common stock in the future.
THE OFFER (PAGE 45)
We Are Offering to Exchange 0.9302 Shares of Our Stock and $2.00 in Cash for
Each Dime Share
We are offering, upon the terms and subject to the conditions set forth
in this prospectus and in the related letter of transmittal, to exchange 0.9302
shares of North Fork common stock and $2.00 net in cash for each outstanding
share of common stock of Dime that is validly tendered on or prior to the
expiration date and not properly withdrawn. The term "expiration date" means
12:00 midnight, New York City time, on May 31, 2000, unless we extend the
period of time for which this offer is open, in which case the term "expiration
date" means the latest time and date on which the offer, as so extended,
expires.
Our Offer is Subject to Certain Conditions
Our obligation to exchange shares of our common stock and cash for Dime
shares pursuant to the offer is subject to several conditions referred to under
"The Offer--Conditions of Our Offer," including the following conditions:
o tender of enough shares of Dime so that, after completion of the
offer, we own at least a majority of Dime shares (on a fully diluted
basis),
o the approval by our stockholders of the issuance of North Fork
common stock in the offer and the merger,
o the receipt of all required regulatory approvals,
o making Dime's "poison pill" stockholder rights plan inapplicable to
our offer and the proposed North Fork-Dime merger,
o our being satisfied that the provisions of Section 203 of the
Delaware General Corporation Law do not apply to our offer and the
proposed North Fork-Dime merger, and
o the execution of a definitive merger agreement between North Fork
and Dime.
Our Offer is Currently Scheduled to Expire on May 31, 2000
Our offer is currently scheduled to expire on May 31, 2000. However,
although we are not making any assurances, we currently intend to extend our
offer from time to time as necessary until all the conditions to the offer have
been satisfied or waived.
One of the conditions of our offer is the approval by our stockholders
of the issuance of North Fork stock in our offer and the related merger.
Because we have not commenced the
9
<PAGE>
process of obtaining this approval by filing a preliminary proxy statement with
the SEC, we do not expect to be in a position to satisfy this condition prior
to the current May 31, 2000 expiration date of the offer. Accordingly, we
currently intend to extend the expiration date of our offer beyond May 31,
2000. If we decide to extend our offer, we will make an announcement regarding
such extension as described under "The Offer--Extension, Termination and
Amendment."
Our Offer may be Extended, Terminated or Amended
We expressly reserve the right, in our sole discretion, at any time or
from time to time, to extend the period of time during which our offer remains
open, and we can do so by giving oral or written notice of such extension to
the exchange agent. If we decide to extend our offer, we will make an
announcement to that effect no later than 9:00 A.M., New York City time, on the
next business day after the previously scheduled expiration date.
We are not making any assurance that we will exercise our right to
extend our offer, although we currently intend to do so until all conditions
have been satisfied or waived. During any such extension, all Dime shares
previously tendered and not withdrawn will remain subject to the offer, subject
to your right to withdraw your Dime shares.
Subject to the SEC's applicable rules and regulations, we also reserve
the right, in our sole discretion, at any time or from time to time:
o to delay our acceptance for exchange or our exchange of any Dime
shares pursuant to our offer, or to terminate our offer and not
accept for exchange or exchange any Dime shares not previously
accepted for exchange or exchanged, upon the failure of any of the
conditions of the offer to be satisfied prior to the expiration
date, or upon the failure of the condition relating to regulatory
approvals to be satisfied at any time after the expiration date
regardless of whether we previously accepted for exchange or
exchanged any Dime shares, and
o to waive any condition (other than the conditions relating to the
North Fork stockholder approval, regulatory approvals, the absence
of an injunction and the effectiveness of the registration
statement for the North Fork shares to be issued in our offer) or
otherwise to amend the offer in any respect, by giving oral or
written notice of such delay, termination or amendment to the
exchange agent and by making a public announcement.
We will follow any extension, termination, amendment or delay, as
promptly as practicable, with a public announcement. Subject to applicable law
(including rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, which require that any material change in the information published, sent
or given to the stockholders in connection with the offer be promptly sent to
stockholders in a manner reasonably designed to inform them of such change) and
without limiting the manner in which we may choose to make any public
announcement, we assume no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
Delivery of North Fork Common Stock and Cash to Occur Promptly After the
Expiration Date
Upon the terms and subject to the conditions of our offer (including, if
the offer is extended or amended, the terms and conditions of any such
extension or amendment), we will accept for exchange, and will exchange, shares
validly tendered and not properly withdrawn as promptly as practicable after
the expiration date, and promptly after they are tendered during any subsequent
offering period.
Tendered Shares may be Withdrawn at any Time Prior to the Exchange of Such
Shares
Your tender of Dime shares pursuant to the offer is irrevocable, except
that Dime shares tendered pursuant to the offer may be withdrawn at any time
after May 16, 2000 and prior to the time that your shares have been exchanged
for North Fork stock and cash following completion of our offer.
We May Provide a Subsequent Offering Period
We may, although we do not currently intend to, elect to provide a
subsequent offering period of three to 20 business days after the acceptance of
Dime shares pursuant to the offer if the
10
<PAGE>
requirements under rule 14d-11 of the Securities Exchange Act of 1934 have been
met. You will not have the right to withdraw Dime shares that you tender in the
subsequent offering period, if any.
Procedure for Tendering Shares
For you to validly tender Dime shares pursuant to our offer:
o a properly completed and duly executed letter of transmittal,
along with any required signature guarantees, or an agent's
message (which is explained below) in connection with a book-entry
transfer, and any other required documents, must be received by
the exchange agent at one of its addresses set forth on the back
cover of this prospectus, and certificates for tendered Dime
shares must be received by the exchange agent at such address, or
those Dime shares must be tendered pursuant to the procedures for
book-entry tender set forth in "The Offer" (and a confirmation of
receipt of such tender received), in each case before the
expiration date, or
o you must comply with the guaranteed delivery procedures set forth
in "The Offer--Guaranteed Delivery."
NO APPRAISAL RIGHTS IN CONNECTION WITH THE OFFER (PAGE 61)
The offer does not entitle you to appraisal rights with respect to your
Dime shares. Dime stockholders who have not validly tendered their shares in
the offer and do not vote in favor of the proposed North Fork-Dime merger will
have the right under the Delaware General Corporation Law to dissent and demand
appraisal of their Dime shares in accordance with Section 262 of the Delaware
General Corporation Law. See "The Offer--Purpose of Our Offer; the North Fork-
Dime Merger; Appraisal Rights."
NORTH FORK WILL ACCOUNT FOR THE MERGER USING THE "PURCHASE" METHOD (PAGE 71)
North Fork will account for the merger as a purchase for financial
reporting purposes.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE (PAGE 87)
This prospectus, including information included or incorporated by
reference in this document, contains forward-looking statements with respect to
the financial condition, results of operations, plans, objectives, future
performance and business of each of North Fork and Dime, as well as information
relating to the offer. Also, statements preceded by, followed by or that
include the words "will," "may," "should," "continue," "believes," "expects,"
"intends," "anticipates," or similar expressions, are forward-looking
statements. These forward-looking statements involve various risks and
uncertainties. Actual results may differ materially from those contemplated by
the forward-looking statements due to various factors.
11
<PAGE>
NORTH FORK BANCORPORATION, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
The following tables show selected consolidated financial information of
North Fork for each of the years in the five-year period ended December 31,
1999. This information is derived from historical financial statements
previously filed by us with the SEC. See "Where You Can Find More Information"
on page 4. You should read this summary together with those financial
statements and their accompanying notes. This information does not reflect the
pro forma impact of our two most recent acquisitions, Reliance and JSB, which
closed on February 18, 2000 and February 29, 2000, respectively. For pro forma
financial information reflecting these transactions, see "North Fork
Combined--Selected Pro Forma Combined Financial Information" beginning on page
15.
12
<PAGE>
NORTH FORK BANCORPORATION, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
--------------- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY
STATEMENTS OF INCOME:
Interest Income ............................ $ 817,746 $ 753,100 $ 724,424 $ 613,762 $ 530,239
Interest Expense ........................... 368,440 328,456 326,803 281,107 242,129
----------- ----------- ----------- ---------- ----------
Net Interest Income ........................ 449,306 424,644 397,621 332,655 288,110
Provision for Loan Losses (2) .............. 6,000 15,500 8,100 8,000 13,525
Non-Interest Income (2)(3) ................. 73,017 64,318 59,322 44,826 35,581
Other Non-Interest Expense (4) (2) ......... 152,043 146,607 157,182 172,425 140,983
Capital Securities Costs ................... 16,843 16,843 9,235 25 --
Amortization and Write-down of
Intangible Assets (2) ..................... 8,408 14,479 7,292 6,364 1,688
Merger Related Restructure
Charges (2) ............................... -- 52,452 -- 21,613 19,024
----------- ----------- ----------- ---------- ----------
Income Before Income Taxes ................. 339,029 243,081 275,134 169,054 148,471
Provision for Income Taxes (5) (2) ......... 118,660 75,106 104,613 74,606 69,567
----------- ----------- ----------- ---------- ----------
Net Income ................................. $ 220,369 $ 167,975 $ 170,521 $ 94,448 $ 78,904
=========== =========== =========== ========== ==========
SHARE DATA: (5)
Weighted Average Shares -- Basic ........... 135,025 140,706 136,761 136,504 142,297
Weighted Average Shares -- Diluted ......... 135,865 141,766 139,333 138,707 144,227
Common Shares Outstanding at
Period-End ................................ 128,442 141,072 139,478 136,961 140,262
CONSOLIDATED PER SHARE DATA: (5)
Net Income -- Basic ........................ $ 1.63 $ 1.19 $ 1.24 $ 0.69 $ 0.55
Net Income -- Diluted (2) .................. 1.62 1.18 1.22 0.68 0.55
Cash Dividends (6) ......................... 0.63 0.65 0.38 0.28 0.18
Dividend Payout Ratio (2) .................. 39% 55% 32% 36% 26%
Book Value at Period-End ................... $ 4.82 $ 5.89 $ 5.53 $ 4.45 $ 4.15
CONSOLIDATED BALANCE SHEET DATA
AT PERIOD-END:
Total Assets ............................... $12,108,116 $10,679,556 $10,073,632 $8,691,434 $7,622,458
Securities:
Available-for-Sale ........................ 3,592,917 2,980,223 2,156,624 1,301,891 1,425,868
Held-to-Maturity .......................... 1,229,703 1,571,545 1,763,308 1,851,575 1,770,734
Loans, net ................................. 6,617,130 5,714,293 5,739,131 5,044,073 4,086,497
Allowance for Loan Losses .................. 68,595 71,759 74,393 73,280 77,899
Deposits ................................... 6,544,750 6,427,622 6,337,939 6,199,860 5,504,475
Federal Funds Purchased and
Securities Sold Under Agreements
to Repurchase ............................. 2,665,200 2,955,096 2,104,036 1,075,487 987,229
Other Borrowings ........................... 1,844,000 35,000 449,600 590,088 457,278
Capital Securities ......................... 199,314 199,289 199,264 99,637 --
Stockholders' Equity ....................... 618,710 831,250 770,889 609,434 582,515
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED AVERAGE
BALANCE SHEET DATA:
Total Assets .................... $11,479,539 $10,107,386 $9,557,020 $8,283,418 $7,099,152
Securities ...................... 4,799,458 3,835,761 3,783,276 3,346,563 2,879,863
Loans, net ...................... 6,115,127 5,729,743 5,357,470 4,531,541 3,919,342
Total Deposits .................. 6,550,717 6,484,243 6,179,024 6,114,852 5,402,606
Federal Funds Purchased and
Securities Sold Under Agreements
to Repurchase .................. 2,911,802 2,236,257 1,944,592 939,365 658,050
Other Borrowings ................ 847,386 185,783 485,200 533,516 397,830
Stockholders' Equity ............ 786,590 837,413 667,211 589,352 558,816
</TABLE>
- ----------
(1) (A) During the periods presented, the following acquisitions were
accounted for using the pooling-of-interests method of accounting:
(a) March 1998, New York Bancorp Inc. ("NYB")
(b) December 1996, North Side Savings Bank
(c) January 1995, Hamilton Bancorp, Inc. (merged with NYB)
(B) The following acquisitions were accounted for using the purchase
method of accounting:
(a) June 1998, Amivest Corporation
(b) December 1997, Superior Savings of New England (formerly Branford
Savings Bank)
(c) March 1996, domestic banking business of Extebank
(d) March 1996, ten Long Island branches of First Nationwide Bank
(e) July 1995, Great Neck Bancorp
North Fork's consolidated results of operations reflect activity of
the acquired businesses specified in 1(B) above subsequent to the
acquisition dates.
(2) Merger related restructure charges and other special items incurred in
the first quarter of 1998 consisted 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 benefits). Tax items included a charge of $5 million
related to the recapture of bad debt reserve of NYB's banking subsidiary,
Home Federal Savings Bank, for state and local tax purposes and a benefit
of $20 million, which resulted from a corporate reorganization. Diluted
earnings per share and the dividend payout ratio excluding the merger
related restructure charge and other special items would have been $1.46
and 45% for the period ended December 31, 1998.
(3) Includes $4.5 million of interest on a tax settlement received by NYB
from the Internal Revenue Service during 1997.
(4) Includes a $17.8 million Savings Association Insurance Fund ("SAIF")
recapitalization charge incurred during 1996.
(5) Amounts have been restated to give effect for the 3-for-2 common stock
split effective May 15, 1998, the 2-for-1 common stock split effective
May 15, 1997, NYB's 4-for-3 common stock split effective July 24, 1997
and NYB's 3-for-2 common stock split effective January 23, 1997.
(6) Cash dividends per share represent North Fork's historical cash
dividends.
See accompanying "Selected Financial Ratios" on page 23 for additional
information.
14
<PAGE>
NORTH FORK COMBINED
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION
(UNAUDITED)
The following table is a summary of selected financial information for
North Fork, JSB and Reliance on a pro forma combined basis ("North Fork
Combined"), which is presented as follows:
(a) the balance sheet information for all periods presented gives
effect to the JSB merger as if it had been completed at the end
of the periods presented, and the income statement information
for all periods presented gives effect to the JSB merger as if it
had been completed at the beginning of the periods presented; and
(b) the balance sheet information as of and for the year ended
December 31, 1999 gives effect to the Reliance merger as if it
had been completed on December 31, 1999, and the income statement
information for the year ended December 31, 1999 gives effect to
the Reliance merger as if it had been completed on January 1,
1999.
The selected pro forma combined year-end balance sheet and income
statement information reflects information for North Fork and JSB as of and for
their annual reporting periods ended December 31 for each of the periods
indicated. Financial information for the year ended December 31, 1999 combines
North Fork, JSB and Reliance, with results of Reliance presented to coincide
with the reporting period for North Fork (prior to the completion of the
Reliance merger, Reliance had a June 30 fiscal year). We completed the Reliance
merger, which was accounted for as a purchase, on February 18, 2000, and the
JSB merger, which was accounted for as a pooling of interests, on February 29,
2000.
The details regarding the North Fork Combined pro forma financial
information, including all pro forma adjustments, are set forth in our Current
Report on Form 8-K/A-2 filed on April 14, 2000 (the "April 14 Form 8-K"), which
has been incorporated herein by reference. See "Where You Can Find More
Information" on page 4.
We anticipate that each of the JSB merger and the Reliance merger will
result in financial benefits to North Fork, including reduced operating
expenses and enhanced opportunities to increase revenue. The North Fork
Combined pro forma financial information, while helpful in illustrating the
financial characteristics of North Fork Combined under one set of assumptions,
does not reflect these anticipated financial benefits.
The North Fork Combined pro forma financial information has been derived
from the historical financial statements of North Fork, JSB and Reliance
incorporated by reference into this document and the North Fork Combined pro
forma financial statements and related notes set forth in the April 14 Form
8-K. See "Where You Can Find More Information" on page 4. You should read this
summary together with those historical and pro forma financial statements and
their accompanying notes.
This information is for illustrative purposes only. The companies would
likely have performed differently had they always been combined. You should not
rely on this information as being indicative of the future results that we will
experience as a result of the JSB merger and the Reliance merger.
15
<PAGE>
NORTH FORK COMBINED
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1999 1998 1997
------------- -------------- --------------
<S> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF INCOME:
Interest Income ..................................... $ 1,081,774 $ 870,913 $ 834,035
Interest Expense .................................... 496,911 366,932 366,677
----------- ----------- -----------
Net Interest Income ............................... 584,863 503,981 467,358
Provision for Loan Losses ........................... 6,163 15,551 8,748
Non-Interest Income ................................. 84,812 70,166 79,382
Other Non-Interest Expense .......................... 215,862 174,065 184,616
Capital Securities Costs ............................ 20,929 16,843 9,235
Amortization and Write-down of Intangible Assets..... 21,404 14,479 7,292
Merger Related Restructure Charges .................. -- 52,452 --
----------- ----------- -----------
Income Before Income Taxes ........................ 405,317 300,757 336,849
Provision for Income Taxes .......................... 151,967 88,394 129,238
----------- ----------- -----------
Net Income ........................................ $ 253,350 $ 212,363 $ 207,611
=========== =========== ===========
SHARE DATA:
Weighted Average Shares -- Basic .................... 170,436 170,085 166,335
Weighted Average Shares -- Diluted .................. 172,731 171,988 169,903
Common Shares Outstanding at Period-End ............. 172,853 169,590 169,238
CONSOLIDATED PER SHARE DATA:
Net Income -- Basic ................................. $ 1.49 $ 1.25 $ 1.25
Net Income -- Diluted ............................... 1.47 1.23 1.22
Cash Dividends ...................................... 0.63 0.65 0.38
Book Value at Period-End ............................ 7.34 7.16 6.73
CONSOLIDATED BALANCE SHEET DATA AT PERIOD-END:
Total Assets ........................................ $16,321,060 $12,301,205 $11,608,663
Securities:
Available-for-Sale ................................ 4,617,876 3,072,737 2,226,512
Held-to-Maturity .................................. 1,659,169 1,780,002 2,116,275
Loans, net .......................................... 8,881,597 6,889,876 6,744,756
Allowance for Loan Losses ........................... 83,570 77,683 80,273
Deposits ............................................ 9,188,996 7,577,385 7,479,869
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase .................... 2,921,981 2,955,096 2,104,036
Other Borrowings .................................... 2,308,097 85,000 449,600
Capital Securities .................................. 244,314 199,289 199,264
Stockholders' Equity ................................ 1,267,992 1,213,726 1,138,403
CONSOLIDATED AVERAGE BALANCE SHEET DATA:
Total Assets ........................................ $15,557,889 $11,668,690 $11,091,598
Securities .......................................... 6,378,490 4,124,175 4,247,513
Loans, net .......................................... 8,302,740 6,826,252 6,269,877
Total Deposits ...................................... 9,275,080 7,633,084 7,330,401
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase .................... 3,189,560 2,236,257 1,944,592
Other Borrowings .................................... 1,254,003 189,071 485,200
Stockholders' Equity ................................ 1,335,819 1,211,607 1,015,819
</TABLE>
See accompanying "Selected Financial Ratios" on page 23, for additional
information.
16
<PAGE>
DIME BANCORP, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
The following tables show selected consolidated financial information of
Dime for each of the years in the five-year period ended December 31, 1999.
This information is derived from historical financial statements previously
filed by Dime with the SEC. See "Where You Can Find More Information" on page
4. You should read this summary together with Dime's financial statements and
their accompanying notes. Certain Dime financial information in the following
tables has been reclassified to conform with North Fork's financial
information.
17
<PAGE>
DIME BANCORP, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
--------------- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF
INCOME:
Interest Income ........................ $ 1,419,098 $ 1,420,885 $ 1,382,815 $ 1,350,698 $ 1,357,131
Interest Expense ....................... 840,613 893,652 899,753 889,403 947,505
----------- ----------- ----------- ----------- -----------
Net Interest Income ................... 578,485 527,233 483,062 461,295 409,626
Provision for Loan Losses .............. 29,500 32,000 49,000 41,000 39,650
Non-Interest Income .................... 568,243 525,030 145,291 85,978 74,712
Other Non-Interest Expense ............. 589,470 561,863 336,962 327,970 298,793
Amortization and Write-down of
Intangible Assets ..................... 18,520 11,487 4,501 1,177 --
Amortization of Mortgage Servicing
Assets ................................ 122,786 92,291 29,751 19,382 20,652
Merger Related Restructure
Charges ............................... -- -- 9,931 3,504 15,331
----------- ----------- ----------- ----------- -----------
Income Before Provision for Income
Taxes and Extraordinary Items ......... 386,452 354,622 198,208 154,240 109,912
Provision for Income Taxes ............. 142,512 113,479 75,034 49,984 47,727
----------- ----------- ----------- ----------- -----------
Net Income before Extraordinary
Items .................................. 243,940 241,143 123,174 104,256 62,185
Extraordinary Items -- Losses on
Early Extinguishment of Debt, Net
of Tax Benefits ....................... (4,127) (4,057) (1,460) -- --
----------- ----------- ----------- ----------- -----------
Net Income ............................. $ 239,813 $ 237,086 $ 121,714 $ 104,256 $ 62,185
=========== =========== =========== =========== ===========
SHARE DATA:
Weighted Average Shares -- Basic ....... 111,355 113,452 106,585 103,742 99,356
Weighted Average Shares -- Diluted ..... 112,533 115,153 108,613 109,097 109,742
Common Shares Outstanding at
Period-End ............................ 110,895 111,570 116,358 104,744 99,706
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items ...... $ 2.19 $ 2.13 $ 1.15 $ 1.00 $ 0.63
Net Income ............................. 2.15 2.09 1.14 1.00 0.63
Diluted Earnings per Common Share:
Income before Extraordinary Items ...... 2.17 2.09 1.13 0.96 0.57
Net Income ............................. 2.13 2.06 1.12 0.96 0.57
Cash Dividends ......................... 0.23 0.19 0.12 -- --
Dividend Payout Ratio .................. 11% 9% 11% NA NA
Book Value at Period-End(2) ............ $ 13.67 $ 12.42 $ 11.30 $ 9.76 $ 9.03
CONSOLIDATED BALANCE SHEET DATA AT
PERIOD-END:
Total Assets ........................... $23,921,325 $22,320,850 $21,848,000 $18,870,108 $20,326,620
Securities:
Available-for-Sale .................... 4,178,408 3,653,550 5,295,591 2,855,816 4,389,555
Held-to-Maturity ...................... -- -- -- 4,363,971 5,085,736
Loans Held-for-Sale .................... 1,733,667 3,884,886 1,841,862 115,325 139,370
Loans, net ............................. 15,207,054 12,748,068 12,984,507 10,738,057 9,830,313
Allowance for Loan Losses .............. 140,296 105,081 104,718 106,495 128,295
Deposits ............................... 14,261,449 13,651,460 13,847,275 12,856,739 12,572,203
Federal Funds Purchased and
Securities Sold Under Agreements
to Repurchase ......................... 1,106,067 2,245,218 2,975,774 3,550,234 1,632,453
Other Borrowings ....................... 6,487,706 4,365,625 3,147,401 1,264,957 4,982,099
Capital Securities ..................... 152,219 162,005 196,137 -- --
Stockholders' Equity ................... 1,516,105 1,385,665 1,314,858 1,022,337 976,530
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED AVERAGE BALANCE SHEET
DATA:
Total Assets .................... $21,962,958 $21,383,818 $20,192,188 $19,941,253 $20,500,594
Securities ...................... 4,024,552 3,680,844 6,538,797 8,370,954 9,647,257
Loans, net ...................... 15,808,483 15,882,257 12,143,482 10,364,385 9,548,241
Total Deposits .................. 13,523,528 13,837,664 13,246,206 12,681,445 12,620,855
Federal Funds Purchased and
Securities Sold Under Agreements
to Repurchase .................. 3,175,249 1,803,181 3,628,681 2,672,914 1,398,041
Other Borrowings ................ 3,412,397 4,064,376 2,022,281 3,446,391 5,379,483
Stockholders' Equity ............ 1,456,938 1,328,906 1,102,079 1,006,285 948,113
</TABLE>
(1) (A) During January 1995, Anchor Bancorp, Inc., merged with and into Dime.
The merger was accounted for using the pooling-of-interests method of
accounting.
(B) During the periods presented, the following acquisitions were
accounted for using the purchase method of accounting:
(a) October 1999, Long Island branch banking operations of KeyBank
(b) August 1999, Automobile Finance unit of Citicorp
(c) May 1999, Lakeview Financial, Inc.
(d) October 1997, North American Mortgage Company
(e) April 1997, BFS Bancorp, Inc.
(2) During the year ended December 31, 1995, the computation assumes that
warrants to acquire 8.4 million shares of Dime common stock at $.01 per
share were exercised. The warrants, which were held by the FDIC, were
exercised in May 1996.
See accompanying "Selected Financial Ratios" on page 23 for additional
information.
19
<PAGE>
NORTH FORK BANCORPORATION, INC.
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION
FOR ALL TRANSACTIONS
(UNAUDITED)
The following table shows selected financial information for North Fork,
JSB, Reliance and Dime on a pro forma combined basis as follows:
(a) the balance sheet information as of and for the year ended
December 31, 1999 gives effect to the Reliance merger and the
North Fork-Dime merger as if these transactions had been
completed on December 31, 1999, and the income statement
information for the year ended December 31, 1999 gives effect to
the Reliance merger and the North Fork-Dime merger as if these
transactions had been completed on January 1, 1999; and
(b) the balance sheet information for all periods presented gives
effect to the JSB merger as if it had been completed at the end
of the periods presented, and the income statement information
for all periods presented gives effect to the JSB merger as if it
had been completed at the beginning of the periods presented.
The selected pro forma combined year-end balance sheet and income
statement information reflects information for North Fork, JSB and Dime as of
and for their annual reporting periods ended December 31. Financial information
for the year ended December 31, 1999 combines North Fork, JSB, Reliance and
Dime, with results of Reliance presented to coincide with the reporting period
for North Fork. We completed the Reliance merger, which was accounted for as a
purchase, on February 18, 2000 and the JSB merger, which was accounted for as a
pooling of interests, on February 29, 2000.
We anticipate that each of the JSB merger, the Reliance merger and the
offer and the proposed North Fork-Dime merger will result in financial benefits
to the combined company, including reduced operating expenses. The selected pro
forma combined financial information, while helpful in illustrating the
financial characteristics of the combined company under one set of assumptions,
does not reflect these anticipated financial benefits.
The selected pro forma combined financial information has been derived
from the historical financial statements of North Fork, JSB, Reliance and Dime
incorporated by reference into this document and the Pro Forma Condensed
Combined Financial Statements (Unaudited) and related notes included in this
document. See "Where You Can Find More Information" on page 4 and "Pro Forma
Condensed Combined Financial Statements (Unaudited)" on page 89. You should
read the selected pro forma combined financial information together with those
historical and pro forma financial statements and their accompanying notes.
This information is for illustrative purposes only. The companies would
likely have performed differently had they always been combined. You should not
rely on this information as being indicative of the future results that the
combined company will experience after the JSB merger, the Reliance merger and
the offer and the North Fork-Dime merger.
20
<PAGE>
NORTH FORK BANCORPORATION, INC.
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION
FOR ALL TRANSACTIONS
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1999 1998 1997
------------- ----------- -----------
<S> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF INCOME:
Interest Income .......................................... $2,314,182 $870,913 $834,035
Interest Expense ......................................... 1,161,953 366,932 366,677
---------- -------- --------
Net Interest Income .................................... 1,152,229 503,981 467,358
Provision for Loan Losses ................................ 35,663 15,551 8,748
Non-Interest Income ...................................... 653,055 70,166 79,382
Other Non-Interest Expense ............................... 805,332 174,065 184,616
Capital Securities Costs ................................. 20,929 16,843 9,235
Amortization and Write-down of Intangible Assets ......... 84,409 14,479 7,292
Amortization of Mortgage Servicing Assets ................ 122,786 -- --
Merger Related Restructure Charges ....................... -- 52,452 --
---------- -------- --------
Income Before Provision for Income Taxes and
Extraordinary Items .................................... 736,165 300,757 336,849
Provision for Income Taxes ............................... 275,929 88,394 129,238
---------- -------- --------
Net Income before Extraordinary Items .................... 460,236 212,363 207,611
Extraordinary Items -- Losses on Early Extinguishment of
Debt, net of tax benefits .............................. (4,127) -- --
---------- -------- --------
Net Income ............................................... 456,109 212,363 207,611
Preferred Dividends ...................................... 18,750 -- --
---------- -------- --------
Net Income for Common Shareholders ....................... $ 437,359 $212,363 $207,611
========== ======== ========
SHARE DATA:
Weighted Average Shares -- Basic ......................... 274,018 170,085 166,335
Weighted Average Shares -- Diluted ....................... 290,785 171,988 169,903
Common Shares Outstanding at Period-End .................. 275,362 169,590 169,238
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items ........................ $ 1.68 $ 1.25 $ 1.25
Net Income ............................................... 1.66 1.25 1.25
Diluted Earnings per Common Share:
Income before Extraordinary Items ........................ 1.58 1.23 1.22
Net Income ............................................... 1.57 1.23 1.22
Earnings per Share after Preferred Dividends:
Basic .................................................... 1.60 1.25 1.25
Diluted .................................................. 1.50 1.23 1.22
Cash Dividends ........................................... 0.63 0.65 .38
Book Value at Period-End ................................. 11.27 7.16 6.73
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA AT PERIOD-END:
Total Assets .................................... $36,777,428 $12,301,205 $11,608,663
Securities:
Available-for-Sale ............................ 4,885,050 3,072,737 2,226,512
Held-to-Maturity .............................. 1,659,169 1,780,002 2,116,275
Loans Held-for-Sale ............................. 1,733,667 -- --
Loans, net ...................................... 23,827,387 6,889,876 6,744,756
Allowance for Loan Losses ....................... 223,866 77,683 80,273
Deposits ........................................ 21,120,286 7,577,385 7,479,869
Federal Funds Purchased and Securities Sold Under
Agreements to Repurchase ...................... 4,028,048 2,955,096 2,104,036
Other Borrowings ................................ 6,795,803 85,000 449,600
Capital Securities .............................. 385,458 199,289 199,264
Stockholders' Equity ............................ 3,353,476 1,213,726 1,138,403
CONSOLIDATED AVERAGE BALANCE SHEET DATA:
Total Assets .................................... $37,520,847 $11,668,690 $11,091,598
Securities ...................................... 10,403,042 4,124,175 4,247,513
Loans, net ...................................... 24,111,223 6,826,252 6,269,877
Total Deposits .................................. 22,798,608 7,633,084 7,330,401
Federal Funds Purchased and Securities Sold Under
Agreements to Repurchase ...................... 6,364,809 2,236,257 1,944,592
Other Borrowings ................................ 4,666,400 189,071 485,200
Stockholders' Equity ............................ 2,792,757 1,211,607 1,015,819
</TABLE>
See accompanying "Selected Financial Ratios" on page 23 for additional
information.
Our management may adjust the combined pro forma financial information
included in this prospectus as a result of their review of the classifications
and accounting policies of Dime. Our management does not anticipate these
adjustments to be material.
22
<PAGE>
SELECTED FINANCIAL RATIOS
(UNAUDITED)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------
1999 1998 1997
---------- ------------ ----------
<S> <C> <C> <C>
PERFORMANCE RATIOS:
Return on Average Total Assets:
North Fork ............................................... 1.92% 1.66% 1.78%
North Fork Combined ...................................... 1.63 1.82 1.87
Dime ..................................................... 1.09 NA NA
North Fork Combined/Dime Pro Forma ....................... 1.17 NA NA
Return on Average Total Stockholders' Equity:
North Fork ............................................... 27.05 20.50 25.63
North Fork Combined ...................................... 19.03 18.29 21.01
Dime ..................................................... 15.96 NA NA
North Fork Combined/Dime Pro Forma ....................... 15.44 NA NA
Total Stockholders' Equity to Total Assets (end of period):
North Fork ............................................... 5.11 7.78 7.65
North Fork Combined ...................................... 7.77 9.87 9.81
Dime ..................................................... 6.34 NA NA
North Fork Combined/Dime Pro Forma ....................... 9.12 NA NA
CAPITAL RATIOS:
Tier 1 Risk-Based Capital:
North Fork ............................................... 11.48% 15.19% 15.33%
North Fork Combined ...................................... 12.75 17.26 17.97
Dime ..................................................... 7.77 NA NA
North Fork Combined/Dime Pro Forma ....................... 9.43 NA NA
Regulatory Minimum Requirement ........................... 4.00 4.00 4.00
Total Risk-Based Capital:
North Fork ............................................... 12.45 16.39 16.58
North Fork Combined ...................................... 13.96 18.82 19.11
Dime ..................................................... 8.66 NA NA
North Fork Combined/Dime Pro Forma ....................... 10.53 NA NA
Regulatory Minimum Requirement ........................... 8.00 8.00 8.00
Leverage Ratio:
North Fork ............................................... 6.84 9.09 8.74
North Fork Combined ...................................... 7.70 10.76 10.53
Dime ..................................................... 5.40 NA NA
North Fork Combined/Dime Pro Forma ....................... 6.36 NA NA
Regulatory Minimum Requirement ........................... 4.00 4.00 4.00
ASSET QUALITY DATA:
Allowance for Loan Losses to Net Loans
(end of period):
North Fork ............................................... 1.04% 1.26% 1.30%
North Fork Combined ...................................... 0.94 1.13 1.19
Dime ..................................................... 0.92 NA NA
North Fork Combined/Dime Pro Forma ....................... 0.94 NA NA
Allowance for Loan Losses to Nonperforming Loans
(end of period):
North Fork ............................................... 462 470 198
North Fork Combined ...................................... 374 494 158
Dime ..................................................... 202 NA NA
North Fork Combined/Dime Pro Forma ....................... 244 NA NA
Nonperforming Assets to Total Assets:
North Fork ............................................... 0.13 0.17 0.43
North Fork Combined ...................................... 0.14 0.16 0.49
Dime ..................................................... 0.36 NA NA
North Fork Combined/Dime Pro Forma ....................... 0.30 NA NA
</TABLE>
23
<PAGE>
COMPARATIVE PER SHARE DATA
(UNAUDITED)
The following table shows historical per share information about basic and
diluted net income, cash dividends and book value for each of North Fork and
Dime for all periods presented and similar pro forma information for (a) North
Fork Combined, which includes (i) the Reliance merger, with respect to
information for the year ended December 31, 1999, and (ii) the JSB merger with
respect to all periods presented and (b) North Fork Combined/Dime, with respect
to information for the year ended December 31, 1999. The pro forma comparative
per share data for North Fork Combined/Dime assumes the North Fork-Dime merger
had been completed on January 1, 1999 using the purchase method of accounting.
See "Pro Forma Condensed Combined Financial Statements (Unaudited)" on page 89.
The information listed as "Equivalent Pro Forma" was obtained by
multiplying the North Fork Combined/Dime pro forma amounts by the "all stock
equivalent" exchange ratio of 1.042. The "all stock equivalent" exchange ratio
assumes that a Dime stockholder reinvests the $2.00 per share in cash received
in the offer in shares of North Fork common stock at a per share price of
$17.875, which was the closing price of North Fork common stock on March 31,
2000. We present "Equivalent Pro Forma" information to reflect the fact that
Dime stockholders will receive more than the 0.9302 shares of North Fork common
stock for each share of Dime common stock exchanged in the offer. Certain Dime
stockholders will realize taxable income on some or all of the $2.00 cash
component of the offer. See "The Offer--Material United States Federal Income
Tax Consequences."
The "Historical" information in the following table is based on the
historical financial information that North Fork and Dime have presented in
their prior SEC filings. The details regarding the "North Fork Combined"
information in the following table are set forth in the April 14 Form 8-K. We
are incorporating this material into this document by reference. See "Where You
Can Find More Information" on page 4. The "North Fork Combined/Dime Pro Forma"
information in the following table was derived from and based upon the Pro
Forma Condensed Combined Financial Statements (Unaudited) and the notes thereto
beginning on page 89.
The information in the following table is for illustrative purposes only.
The companies would likely have performed differently had they always been
combined. You should not rely on this information as being indicative of the
future results that the combined company will experience.
24
<PAGE>
COMPARATIVE PER SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997
-------- ------------ ---------
<S> <C> <C> <C>
NORTH FORK COMMON STOCK:
Net Income per Share before Extraordinary Items and Preferred
Dividends:
Basic:
Historical ................................................. $ 1.63 $ 1.19 $ 1.24
North Fork Combined (1) .................................... 1.49 1.25 1.25
North Fork Combined/Dime Pro Forma ......................... 1.68 NA NA
Diluted:
Historical ................................................. 1.62 1.18 1.22
North Fork Combined (1) .................................... 1.47 1.23 1.22
North Fork Combined/Dime Pro Forma ......................... 1.58 NA NA
Net Income per Share after Extraordinary Items:
Basic:
Historical ................................................. 1.63 1.19 1.24
North Fork Combined (1) .................................... 1.49 1.25 1.25
North Fork Combined/Dime Pro Forma ......................... 1.66 NA NA
Diluted:
Historical ................................................. 1.62 1.18 1.22
North Fork Combined (1) .................................... 1.47 1.23 1.22
North Fork Combined/Dime Pro Forma ......................... 1.57 NA NA
Net Income after Extraordinary Items and Preferred Dividends:
Basic:
Historical ................................................. 1.63 1.19 1.24
North Fork Combined (1) .................................... 1.49 1.25 1.25
North Fork Combined/Dime Pro Forma ......................... 1.60 NA NA
Diluted:
Historical ................................................. 1.62 1.18 1.22
North Fork Combined (1) .................................... 1.47 1.23 1.22
North Fork Combined/Dime Pro Forma ......................... 1.50 NA NA
Cash Dividends Declared per Common Share: (2)
Historical ................................................. 0.63 0.65 0.38
North Fork Combined (1) .................................... 0.63 0.65 0.38
North Fork Combined/Dime Pro Forma ......................... 0.63 NA NA
Book Value Per Share at Period End: (3)
Historical ................................................. 4.82 5.89 5.53
North Fork Combined (1) .................................... 7.34 7.16 6.73
North Fork Combined/Dime Pro Forma ......................... 11.27 NA NA
DIME COMMON STOCK:
Net Income per Share before Extraordinary Items and Preferred
Dividends:
Basic:
Historical ................................................. 2.19 2.13 1.15
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.75 NA NA
Diluted:
Historical ................................................. 2.17 2.09 1.13
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.65 NA NA
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997
-------- ------------ ---------
<S> <C> <C> <C>
Net Income per Share after Extraordinary Items:
Basic:
Historical ................................................. $ 2.15 $ 2.09 $ 1.14
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.73 NA NA
Diluted:
Historical ................................................. 2.13 2.06 1.12
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.63 NA NA
Net Income after Extraordinary Items and Preferred Dividends:
Basic:
Historical ................................................. 2.15 2.09 1.14
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.66 NA NA
Diluted:
Historical ................................................. 2.13 2.06 1.12
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 1.57 NA NA
Cash Dividends Declared per Common Share: (2)
Historical ................................................. 0.23 0.19 0.12
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 0.66 NA NA
Stated Book Value Per Share at Period End:
Historical ................................................. 13.67 12.42 11.30
North Fork Combined/Dime Pro Forma Equivalent (4) .......... 11.74 NA NA
</TABLE>
- ----------
(1) The North Fork Combined basic and diluted net income per share reflects
information regarding the Reliance and JSB transactions that is set forth
in detail in the April 14 Form 8-K, which is incorporated herein by
reference. See "Where You Can Find More Information" on page 4.
(2) The North Fork, North Fork Combined and North Fork Combined/Dime Pro
Forma cash dividends per common share represent North Fork's historical
dividends per share.
(3) The book value per share amounts are calculated by dividing historical,
North Fork Combined and North Fork Combined/ Dime Pro Forma stockholders'
equity by historical, North Fork Combined and North Fork Combined/Dime Pro
Forma common shares outstanding, respectively. North Fork Combined common
shares outstanding gives effect to the Reliance and JSB transactions on a
pro forma basis as set forth in the April 14 Form 8-K. See "Where You Can
Find More Information" on page 4. North Fork Combined/Dime Pro Forma
common shares are calculated by adding North Fork Combined common shares
outstanding to Dime historical common shares outstanding as adjusted for
the exchange ratio of 0.9302 (reduced by the 690,000 shares of Dime owned
by North Fork).
(4) The North Fork Combined/Dime Pro Forma Equivalent amounts were computed
by multiplying the corresponding North Fork Combined/Dime Pro Forma per
share amounts above by the "all stock equivalent" exchange ratio of
1.042. See page 24 for further explanation.
Our management may adjust the combined pro forma financial information
included in this prospectus as a result of their review of the classifications
and accounting policies of Dime. Our management does not anticipate these
adjustments to be material.
26
<PAGE>
RISK FACTORS
In deciding whether to tender your shares pursuant to the offer, you
should read carefully this prospectus and the documents to which we refer you.
You should also carefully consider the following factors:
IF WE DO NOT SUCCESSFULLY INTEGRATE NORTH FORK'S AND DIME'S OPERATIONS, THE
ANTICIPATED BENEFITS OF THE ACQUISITION OF DIME MAY NOT BE FULLY REALIZED
If we complete the offer and our proposed merger, we will integrate two
companies that have previously operated independently. We have not previously
acquired an organization comparable in size to Dime or where there is the
potential for management to be uncooperative in the integration process.
Although we believe that the integration of Dime's operations into ours will
not present any significant difficulty, there can be no assurance that we will
not encounter difficulties in our efforts to integrate the operations of Dime
with our operations. The diversion of the attention of management to the
integration effort and any difficulties encountered in combining our operations
could adversely affect the combined company's business and results of
operations.
WE HAVE NOT PREVIOUSLY ACQUIRED A THRIFT COMPARABLE IN SIZE TO DIME
With total assets of $23.9 billion and total deposits of $14.3 billion as
of December 31, 1999, Dime is both larger than us (we had total assets of $16.3
billion and total deposits of $9.2 billion on a pro forma basis as of such
date, giving effect to our acquisitions of JSB Financial and Reliance Bancorp)
and larger than any of the thrift institutions that we have acquired to date.
However, we do not believe that asset size in and of itself is a significant
driver of the relative level of difficulty in integrating an acquired
institution. In fact, with respect to size, we believe that a more relevant
factor affecting the difficulty of integrating an entity is the number of
branches to be integrated. Dime's network of thrift branches consists of 127
offices, compared to our network of 154 branches. Excluding the 17 Dime
branches that we have agreed to sell to FleetBoston, the 110 remaining Dime
branches would represent our largest acquisition to date. By way of comparison,
in February of this year we completed the acquisitions of JSB Financial and
Reliance Bancorp, which together had a total of 42 branches. Although we do not
believe Dime's size, whether in terms of assets, branches or otherwise, will
result in any significant or unique difficulties with respect to our
integration efforts, there can be no assurance that such factors will not
present unforeseen problems in our efforts to integrate the operations of Dime
with our operations.
WE HAVE NOT PREVIOUSLY ACQUIRED A THRIFT WITH LINES OF BUSINESS IDENTICAL TO
DIME'S
Although we believe that Dime's banking business (exclusive of Dime's
mortgage banking subsidiary) is fundamentally similar to the businesses of the
thrift institutions that we have acquired previously, we have not previously
acquired a thrift institution with a presence in each and every separate
business line, however small, in which Dime is engaged. However, excluding
Dime's mortgage banking subsidiary (which we expect to continue to manage as a
separate subsidiary), all of Dime's remaining significant business lines
represent businesses in which we are actively engaged currently, and, in
certain cases, with a larger operation than Dime's. Excluding Dime's mortgage
banking subsidiary and Dime's investment portfolio (which simply represents
balance sheet leverage and is not an actual business), at December 31, 1999,
Dime's retail banking operations constituted approximately 70% of Dime's
remaining assets and consisted mainly of real estate lending and consumer
lending, both of which represent businesses in which we are, and a majority of
our previous acquisition targets were, actively engaged. Dime's commercial
banking operations constituted the other 30% of Dime's remaining assets and
consisted of commercial real estate lending and business lending, both of which
are also businesses in which we are actively engaged. In fact, at December 31,
1999, Dime's combined commercial real estate and business loan portfolio was
approximately $4.5 billion, while as of the same date our equivalent loan
portfolio was approximately $5.38 billion (pro forma for JSB and Reliance).
WE DO NOT HAVE SIGNIFICANT EXPERIENCE MANAGING A MORTGAGE BANKING BUSINESS
We have never acquired a thrift institution with a significant mortgage
banking operation, nor do we have significant experience managing a mortgage
banking business. However, we have assumed no cost
27
<PAGE>
savings or other integration efficiencies with respect to this segment of
Dime's business, and we would seek to retain the senior management at Dime's
mortgage banking subsidiary following completion of our acquisition of Dime.
Although we do not believe that our lack of experience in acquiring or managing
a mortgage banking operation comparable in size to Dime's will result in any
significant difficulties, there can be no assurance that this lack of
experience will not present unforeseen problems in our efforts to manage Dime's
mortgage banking operations.
THERE IS NO GUARANTEE THAT WE WILL ACHIEVE OUR PROJECTED COST SAVINGS OF $155
MILLION PRE-TAX
We have estimated that by combining North Fork and Dime, we could realize
cost savings of $155 million, or approximately $100 million per year after tax.
See "Reasons for the North Fork Offer--Cost Savings; Revenue Retention."
Because we were unable to discuss any of our cost savings assumptions or
analyses with management of Dime and because we have had no access to Dime's
internal information about its operations in connection with the preparation of
our cost savings estimates, we have relied on publicly available information
concerning Dime, our general knowledge of the markets in which we and Dime
compete and our past experience with respect to our own operations and our
integration of acquired financial institutions. If we were permitted access to
Dime's internal information about its operations or if we were able to discuss
our assumptions or analyses with Dime's management, our cost savings estimate
might differ. In addition, although we believe that we have the requisite
experience to realize the estimated cost savings and have achieved comparable
cost savings in prior acquisitions, no assurance can be given that the
estimated cost savings will be achieved or will occur in the time period
anticipated. Furthermore, there can be no assurance that cost savings which are
realized will not be offset by increases in other expenses, other charges to
earnings or losses of revenue, including losses due to problems in integrating
the Dime operations into North Fork.
We expect to realize a significant portion of the cost savings through a
merger of our bank subsidiary, North Fork Bank, and Dime's bank subsidiary, The
Dime Savings Bank of New York, FSB, which will require additional regulatory
approvals. These significant cost savings will not be realized unless and until
we are able to complete the merger of these entities. While we are not able to
specifically quantify this portion of our estimated cost savings, we believe
that it would constitute a majority of our estimated cost savings. Receipt of
regulatory approvals for this subsidiary merger is not a condition to the offer
or the merger of Dime and North Fork. We currently intend to file the necessary
regulatory applications with the New York State Banking Department and the
Federal Deposit Insurance Corporation in order to obtain approval of the merger
of Dime Savings Bank and North Fork Bank promptly following our execution of a
merger agreement with Dime (which is a condition to our offer). Although we are
not aware of any reason why such approvals will not be obtained in the ordinary
course and within usual and customary time frames so as to permit us to realize
our estimated cost savings in the time period estimated, there can be no
assurance as to whether or when we will obtain such approvals.
THERE IS NO GUARANTEE THAT WE WILL NOT SUFFER NET REVENUE RUN-OFF AS A RESULT
OF INTEGRATING DIME'S BUSINESSES INTO OURS
In formulating our 2001 earnings estimates, we have not assumed any net
run-off of revenue attributable to our acquisition of Dime. This assumption is
based on our prior acquisition experience, where we have been able to grow net
interest income and non-interest income while achieving targeted cost savings.
In addition, we have not made any decisions with respect to branch closings
because we do not have access to internal information of Dime from which we
would expect to make such decisions. Accordingly, our earnings estimates do not
assume the closure of any Dime (or North Fork) branches, although we would
anticipate that certain branches will be closed. Based on our experience in
prior acquisitions, we believe that any revenue reduction resulting from any
branch closings would be offset by additional cost savings associated with such
branch closings. If we were permitted access to non-public information
regarding Dime's business plans and operations, our assumption of no net
revenue run-off might differ. Although we intend generally to integrate Dime's
operations and implement our cost savings measures in a manner that is designed
to minimize the loss of revenues, there can be no assurance that some revenue
will not be lost. Factors that could cause a loss of revenues include
unanticipated loss of customers due to a lack of customer acceptance of our
deposit, lending and investment products.
28
<PAGE>
THERE CAN BE NO ASSURANCE THAT THE INTEGRATION PROCESS WILL NOT BE ADVERSELY
AFFECTED IF DIME'S SENIOR EXECUTIVE MANAGEMENT OR OTHER EMPLOYEES ARE
UNCOOPERATIVE IN THAT PROCESS
As noted above, we have not previously engaged in an acquisition where
there is the potential for management and other employees to be uncooperative
with us in the integration process. Our proposal is not dependent upon the
retention of Dime's senior executive management, and we have no reason to
believe that Dime employees below the level of senior executive management
would be uncooperative in the integration process, either before the completion
of our proposed merger or thereafter. However, there can be no assurance that
there will not be some level of uncooperativeness on the part of Dime's senior
executive management and/or its other employees which could adversely affect
the integration process.
YOUR BOARD OF DIRECTORS MAY DELAY SATISFACTION OF CERTAIN CONDITIONS TO OUR
OFFER
Several of the conditions to our offer will require action by your board
of directors. These conditions consist of the rights plan condition, the DGCL
203 condition and the North Fork-Dime merger agreement condition. See "The
Offer--Conditions of Our Offer." There can be no assurance that your board will
take action to cause the satisfaction of these conditions to our offer.
29
<PAGE>
REASONS FOR THE NORTH FORK OFFER
We believe that our proposed acquisition of Dime represents a compelling
opportunity to enhance value for both Dime and North Fork stockholders and to
create a combined commercial banking franchise with a more prominent market
position in the greater New York City metropolitan area. Specifically, we
estimate that a combination of North Fork and Dime would result in:
o accretion to North Fork's diluted GAAP earnings per share of 14.9% for
2001;
o accretion to North Fork's diluted cash earnings per share (i.e.,
reported earnings before amortization of intangibles) of 21.2% in 2001;
o an increase in North Fork's pro forma book value as of December 31,
1999 (giving effect to North Fork's acquisitions of JSB and Reliance)
from $7.34 per share to $11.27 per share; and
o an increase in North Fork's pro forma tangible book value as of
December 31, 1999 (giving effect to North Fork's acquisitions of JSB
and Reliance) from $5.37 per share to $5.46 per share.
Since each Dime stockholder would become a North Fork stockholder upon
completion of our offer and the merger, the accretion benefits to North Fork
shares would be enjoyed by Dime stockholders as well. For additional
information concerning our offer, Dime stockholders and others are referred to
our Current Report on Form 8-K filed with the SEC on March 13, 2000, which
includes the investor presentation materials with respect to our offer and a
transcript of the related investor conference call held on March 6, 2000.
In addition, we believe that the combination of North Fork and Dime will
produce substantial benefits for Dime stockholders, including the following:
o SIGNIFICANT PREMIUM. Our offer represents a significant premium over
the price levels at which we believe the Dime common stock would trade
in the absence of our offer and what we believe is the market's
expectation that Dime will be acquired by another financial institution
in the near future. Based on the closing price of our common stock on
May 12, 2000, our offer has a value of $16.83 per Dime share. The
average closing price of Dime common stock was $12.58 during the twenty
trading days preceding the announcement of the North Fork offer on
March 5, 2000. Based on closing prices for Hudson common stock during
that period, the average value to Dime stockholders of the terminated
Hudson merger during that period was $12.56. Based on recent stock
prices for North Fork and Dime, our offer does not represent a premium
over Dime's current stock price.
o BETTER LONG-TERM GROWTH PROSPECTS. We believe that a combination of
North Fork and Dime has better long-term growth prospects than Dime on
a stand-alone basis, potentially resulting in increased stockholder
value over the long-term. We have a proven history of strong
profitability and growth in stockholder value based on several common
benchmarks used to measure performance. The tables on the opposite page
set forth figures for certain common performance and profitability
measurements for each of North Fork, Dime, Hudson, a bank peer group
and a thrift peer group for Dime. We have included Hudson in the tables
on the opposite page because Dime previously selected Hudson as an
attractive merger partner. The thrift peer group represents a peer
group for Dime on a stand-alone basis selected by Dime's financial
advisor in its previously proposed merger with Hudson. The bank peer
group represents a peer group for a combined Dime-Hudson and was
selected by Dime and Hudson and utilized in Dime's September 15, 1999
investor presentation in connection with its announcement of its
previously proposed merger with Hudson.
30
<PAGE>
On the basis of total return to shareholders, we have significantly outperformed
Dime, Hudson and the bank and thrift peer groups:
<TABLE>
<CAPTION>
3 YEARS 5 YEARS 7 YEARS
--------- --------- --------
<S> <C> <C> <C>
Total Return to Shareholders (1)
NORTH FORK 58.3% 333.2% 645.6%
DIME 5.1 100.1 234.0
Hudson 24.4 127.2 225.8
Bank Peer Group (2) 31.3 150.3 178.8
Thrift Peer Group (3) (11.6) 120.5 65.2
</TABLE>
A comparison of our operating performance data to operating performance data of
Dime, Hudson and the bank and thrift peer groups demonstrates our superior
operating performance:
<TABLE>
<CAPTION>
1999 1998 1997 1996
------- ------- ------- ------
<S> <C> <C> <C> <C>
Return on Average Assets
NORTH FORK 1.92% 2.04% 1.75% 1.43%
DIME 1.11 1.13 0.64 0.62
Hudson 1.27 1.05 1.01 0.90
Bank Peer Group (2) 1.34 1.40 1.39 1.31
Thrift Peer Group (3) 0.88 0.83 0.64 0.72
Return on Average Common Equity
NORTH FORK 27.1% 25.2% 25.2% 19.9%
DIME 16.7 18.1 11.7 12.4
Hudson 20.2 14.0 12.6 10.6
Bank Peer Group (2) 16.8 16.9 17.5 17.0
Thrift Peer Group (3) 17.9 17.8 13.4 14.7
Net Interest Margin
NORTH FORK 4.16% 4.48% 4.42% 4.24%
DIME 2.91 2.68 2.51 2.40
Hudson 4.04 4.10 4.25 4.23
Bank Peer Group (2) 3.89 3.95 4.17 4.20
Thrift Peer Group (3) 2.54 2.57 2.66 2.75
Operating Efficiency Ratio (4)
NORTH FORK 33.2% 33.7% 37.5% 41.7%
DIME 62.2 63.5 56.7 57.4
Hudson 50.3 55.0 59.0 60.4
Bank Peer Group (2) 51.1 52.4 52.4 53.1
Thrift Peer Group (3) 46.0 51.1 54.1 57.9
</TABLE>
------------
(1) Defined as stock price appreciation plus reinvestment of all
dividends in common stock of the issuer on a pre-tax basis. All
periods end December 31, 1999. Source: Bloomberg L.P.
(2) Averages for a Bank Peer Group consisting of Summit Bancorp,
Associated Banc-Corp and M&T Bancorp. These three bank holding
companies, together with North Fork, comprised a bank peer group
for a combined Dime-Hudson as per the Dime/Hudson investor
presentation dated September 15, 1999 made in connection with the
announcement of the previously proposed Dime-Hudson merger.
(3) Averages for a Thrift Peer Group for Dime consisting of Astoria
Financial Corp., Sovereign Bancorp, Washington Mutual and Golden
State Bancorp, Inc., which represents the peer group for Dime
utilized in certain analyses performed by Dime's financial
advisor and described in the Joint Proxy Statement/Prospectus
dated February 8, 2000 with respect to the previously proposed
Dime-Hudson merger.
(4) Defined as noninterest expenses (excluding amortization of
goodwill) divided by noninterest income (excluding securities
gains and losses) plus net interest income, excluding all
nonrecurring items. In its Annual Report on
31
<PAGE>
Form 10-K for the year ended December 31, 1999, Dime reports an
efficiency ratio for 1999 of 51.4%. We believe this figure excludes
expenses associated with amortization of mortgage servicing rights
in 1999.
Source: SNL Securities and company reports (except data for Total
Return to Shareholders -- See note (1) above). Data has been
adjusted for prior acquisitions accounted for as poolings of
interests and to exclude nonrecurring items.
Of course, past performance is not a guarantee of future results.
However, as evidenced from the figures set forth above, we have
consistently achieved superior profitability, operating results and
shareholder returns.
o LOW EXECUTION RISK. We have acquired nine banking institutions during
the past ten years. The majority of these institutions were "thrift
institutions" whose businesses focused primarily on gathering consumer
deposits and making residential mortgage loans. We believe that Dime's
banking business (exclusive of Dime's mortgage banking subsidiary) is
fundamentally similar to the businesses of the majority of institutions
that we have acquired. We believe that our ability to continually lower
our efficiency ratio while integrating acquisitions demonstrates our
ability to manage execution risk and maintain superior operating
returns.
In analyzing the combination with Dime, we assumed that cost savings of
$155 million ($100 million after-tax) would be phased in by December
31, 2000, representing approximately 50% of our estimate of Dime's 2001
operating expenses related to its core banking operations (i.e., Dime's
overall business excluding its mortgage banking subsidiary),
approximately 25% of our estimate of Dime's total 2001 operating
expenses including its mortgage banking subsidiary, approximately 19%
of our estimate of the total operating expenses for North Fork and Dime
on a combined basis for 2001, and approximately 15% of our estimate of
total non-interest expense (including amortization of all intangibles)
for North Fork and Dime on a combined basis for 2001. In analyzing the
anticipated benefits of the combination with Dime, we have not assumed
the realization of any net revenue enhancements in connection with the
transaction. See note 2 to the table below and see "--Cost Savings;
Revenue Retention" below.
o IMPROVED CASH DIVIDENDS. During 1999 Dime paid dividends on its common
stock of $0.23 per share. On April 28, 2000, Dime announced the
declaration of a quarterly cash dividend of $0.08 per Dime share, which
represents an annual dividend of $0.32 per share. Based on our current
annual dividend of $0.72 per share, Dime stockholders would receive a
pro forma equivalent dividend of $0.67, or more than 109% above Dime's
current annual dividend rate. In the past five years, on a compounded
basis, we have achieved a 40.1% annual growth rate in our per share
dividend. In addition to the increased dividend, Dime stockholders
would have the opportunity to invest and earn a return on the cash
portion of the consideration to be paid in the offer.
Estimated Pro Forma 2001 Earnings Per Share. The table below sets forth
the computation of our revised estimated 2001 pro forma earnings per share and
cash earnings per share (earnings per share excluding the amortization of
goodwill). We have revised our original pro forma earnings per share and cash
earnings per share estimates based on pro forma financial information for North
Fork and Dime on a combined basis as of and for the year ended December 31,
1999 and revised mean I/B/E/S 2001 diluted GAAP earnings per share estimates as
of March 31, 2000 of $2.01 for North Fork and $2.52 for Dime (I/B/E/S is a data
service that monitors and publishes compilations of earnings estimates by
selected research analysts). Using the March 31 mean I/B/E/S stand-alone
earnings per share estimates for North Fork and Dime, and assuming:
o the realization of cost savings as estimated by our management (see
"--Cost Savings; Revenue Retention" below),
o the impact of deleveraging the pro forma balance sheet,
o the foregone net income from the proposed sale of branches to
FleetBoston,
o foregone earnings on cash utilized in the transaction, and
32
<PAGE>
o purchase accounting adjustments on a basis consistent with the
adjustments described in "Notes to Pro Forma Condensed Combined
Financial Statements (Unaudited),"
we estimate that our proposed acquisition of Dime would result in accretion to
our earnings per share and cash earnings per share as set forth in the table
below. Factors that could affect our ability to achieve these results include,
among other things:
o the failure to achieve estimated cost savings in the amounts or in the
time period estimated (see "Risk Factors" and "--Cost Savings; Revenue
Retention"),
o changes in interest rates, which could have an adverse effect on the
combined company's net interest margin and earnings, and
o changes in interest rates, which will affect the fair value of Dime's
financial assets and liabilities, and changes in the market price of
North Fork common stock between March 31, 2000 and the date that the
value of the North Fork shares is determined for purchase accounting
purposes, each of which could result in recognition of higher levels of
goodwill and other intangibles, the amortization of which would reduce
GAAP earnings.
In addition, the information in the table below is inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control. See "Forward-Looking Statements." The
information in the table below and the related assumptions are not necessarily
indicative of future performance, which may be significantly less favorable or
more favorable than as set forth below.
<TABLE>
<CAPTION>
ESTIMATED 2001
PRO FORMA
NET INCOME
-----------------------
($ IN MILLIONS, EXCEPT
FOR PER SHARE DATA)
<S> <C>
North Fork Net Income (1) ....................................... $ 347
Dime Net Income (1) ............................................. 283
------
Total Net Income ................................................ $ 630
======
After-Tax Adjustments:
Cost Savings (2) ............................................... $ 100
Net Revenue Enhancements/Run-off ............................... 0
Foregone Earnings on Cash Disbursements (3) .................... (12)
Branch Sale to FleetBoston and Deleveraging Impact (4) ......... (41)
Incremental Goodwill Amortization and Net Purchase Accounting
Adjustments (5) .............................................. (5)
--------
Pro Forma Net Income (6) ........................................ $ 672
=======
North Fork Per Share Impact:
Pro Forma Diluted EPS (7) ...................................... $2.31
Stand Alone Diluted EPS (1) .................................... 2.01
GAAP Diluted EPS Accretion ..................................... 14.9%
Goodwill Amortization .......................................... $ 78
Pro Forma Diluted Cash EPS (7) ................................. 2.57
Stand Alone Diluted Cash EPS ................................... 2.12
Cash Diluted EPS Accretion ..................................... 21.2%
</TABLE>
33
<PAGE>
- ----------
(1) Based on March 31, 2000 mean I/B/E/S diluted GAAP earnings per share
estimates for 2001 of $2.01 for North Fork and $2.52 for Dime.
(2) Assumes cost savings of $155 million in 2001 (or $100 million after tax),
equivalent to approximately 50% of North Fork's estimate of Dime's 2001
operating expenses related to its banking operations, approximately 25%
of North Fork's estimate of Dime's total 2001 operating expenses and
approximately 15% of North Fork's estimate of combined total non-interest
expense for North Fork and Dime for 2001. See "--Cost Savings; Revenue
Retention" below.
(3) Reflects foregone earnings on cash disbursements in connection with the
completion of the transaction at an assumed annual rate of 7.50% pre-tax.
Cash disbursements consist of the $2.00 per Dime share cash component of
the offer, the cash component of transaction costs (see Note 4 to the Pro
Forma Condensed Combined Financial Statements (Unaudited)), and cash used
in connection with cashing out Dime employee stock options and/or
purchasing North Fork common stock in the market to satisfy the exercise
of Dime employee stock options (see note (7) below), net of the $250
million in cash to be received in connection with FleetBoston's
investment in North Fork.
(4) Reflects foregone earnings in an amount equal to assumed annual net
pre-tax return of 2.00% on assets and deposits related to branches to be
sold to FleetBoston (see "The Offer--Source and Amount of Funds"), and a
1.25% annual pre-tax margin related to the disposition of $2 billion in
securities and retirement of associated liabilities to deleverage the
balance sheet. Assumes that both the sale of Dime branches to FleetBoston
and the balance sheet deleveraging will be completed on or prior to
December 31, 2000.
(5) Assumes incremental goodwill amortized over 20 years and the net impact
of all purchase accounting adjustments, with amortization of premium and
accretion of discount over the estimated remaining life of the associated
asset or liability. See "Pro Forma Condensed Combined Financial
Statements (Unaudited)."
(6) Prior to dividends paid on convertible preferred stock issued to
FleetBoston. Does not reflect any special or non-recurring charges that
may be incurred in 2001 in connection with branch closings or
consolidation of operations of Dime and North Fork. See Note (4) to the
Pro Forma Condensed Combined Financial Statements (Unaudited).
(7) Based on Pro Forma Net Income and 291.0 million shares outstanding.
Incorporates dilutive impact of convertible preferred stock and stock
purchase rights issued to FleetBoston. Assumes cash out of all
"in-the-money" Dime stock options at the aggregate spread value of such
options, based on the $18.63 value of our offer as of March 31, 2000, or,
alternatively, the purchase in the market of shares of North Fork common
stock necessary to satisfy the exercise of such options. See Note (2) to
the Pro Forma Condensed Combined Financial Statements (Unaudited).
On a pro forma equivalent basis, Dime stockholders will receive North Fork
shares with estimated 2001 diluted GAAP earnings per share of $2.41
(calculated by multiplying 1.042, the all-stock equivalent exchange ratio
(see "Comparative Per Share Data"), by estimated North Fork 2001 diluted
earnings per share of $2.31), or approximately 4.4% less than the
stand-alone I/B/E/S estimate of Dime's 2001 diluted GAAP earnings per
share of $2.52. The all-stock equivalent exchange ratio assumes that a
Dime stockholder reinvests the $2.00 cash per share received in the offer
in shares of North Fork common stock on March 31, 2000. Certain Dime
stockholders will realize taxable income on some or all of the $2.00 cash
component of the offer. See "The Offer--Material United States Federal
Income Tax Consequences."
Cost Savings; Revenue Retention. Our estimate of cost savings in
connection with our proposed acquisition of Dime is based on our estimate of
the total cost to us to operate Dime's core banking business in 2001 as part of
a combined North Fork-Dime. This estimate was based on various considerations,
including our prior experience in acquiring thrift institutions, our existing
cost structure and our estimate of the direct costs and marginal back office
and lending costs necessary to operate acquired thrift branches. Because we
were unable to discuss any of our cost savings assumptions or analyses with
management of Dime and have had no access to Dime's internal information about
its operations in connection with the preparation of our cost savings
estimates, we have relied on publicly-available information concerning Dime,
our general knowledge of the markets in which we and Dime compete and our past
experience with respect to our own operations and our integration of acquired
financial institutions.
34
<PAGE>
For purposes of arriving at our estimates, we analyzed Dime's core banking
operations and Dime's mortgage banking subsidiary, North American Mortgage
Company, as separate business segments. We did not assume any cost savings
associated with Dime's mortgage banking business, even though Dime's own
publicly-available information reflects a continued downsizing of this
business.
While we do not have sufficient information with respect to Dime's
operations from which we may determine with precision where we would expect to
derive our estimated cost savings, we have assumed that between 50% and 60% of
these cost savings would be derived from reductions in salary expenses
associated with consolidation of executive management and back office personnel
(which generally would include personnel in accounting, audit, data processing,
human resources, lending, marketing and retail operations and all other
employees other than branch employees), between 10% and 15% of these costs
savings would be associated with reduced costs from operation and maintenance
of premises and equipment and the remaining amounts would be derived from the
elimination of other redundant expenses as a result of consolidation of lending
and back office operations. This assumption is based on our experience in prior
acquisitions. The precise areas where cost savings will be obtained will depend
on various factors including the extent to which various functions of Dime are
handled internally or provided by third parties and the extent to which back
office costs are allocated to other areas within Dime.
In court papers filed by Dime in connection with its federal securities
law allegations against us and our directors, Dime has asserted that our
estimate of cost savings related to reductions in salary expenses for executive
management and back office personnel of 50-60% of total estimated cost savings,
or $77.5-$93 million, is misleading because Dime estimates that such expenses
are less than $75 million annually. As stated above, we have not had access to
any internal information concerning Dime's business or operations, and, for
that reason, we are unable to determine precisely where our estimated cost
savings would be achieved. Nevertheless, our aggregate cost savings estimate is
based on our prior acquisition experience and our estimate of the costs to us
to operate Dime's core banking business as part of a combined North Fork-Dime,
and, accordingly, we believe our aggregate cost savings estimate is reasonable.
Our estimate of cost savings of $155 million (or approximately $100
million on an after-tax basis) is equivalent to approximately 50% of our
estimate of Dime's total operating expenses associated with its core banking
operations for 2001 and 25% of our estimate of Dime's total operating expenses
for 2001 on a consolidated basis. Our estimate of the total operating expenses
associated with Dime's core banking operations on a stand-alone basis for 2001
was based on our estimate of Dime's fourth quarter operating expenses for its
core banking operations, which was then annualized and grown at an assumed rate
to reflect the impact of inflation. Our estimate of Dime's fourth quarter
operating expenses for its core banking operations was derived from actual
revenue, profit, expense and depreciation and amortization information for
Dime, both on a consolidated basis and for its individual business segments, as
published in Dime's Quarterly Reports on Form 10-Q for the periods ended March
31, 1999, June 30, 1999, and September 30, 1999, and Dime's Annual Report on
Form 10-K for the year ended December 31, 1999 which Dime filed on March 30,
2000, and an assumed 37% tax rate for Dime. We also reviewed other
publicly-available information published by Dime, including its earnings
release with respect to its operating results for the fourth quarter of 1999
and the full year 1999.
Dime also has asserted in its court papers that our cost savings estimates
are "completely out of line with recent comparable bank acquisitions,
unprecedented and probably unachievable." Dime has attempted to support its
assertions by pointing out that our estimated cost savings represent "86% of
North Fork's current [1999] core expense base" and by making unsupported
allegations that our cost savings estimates are "dramatically higher than the
most aggressive projections for recently announced comparable in-market bank or
thrift combinations."
We believe that Dime's assertions are a distortion of the facts. Dime's
presentation of our cost savings estimate (which is based on our estimate of
Dime's 2001 operating expenses for its banking business) as a percentage of our
own 1999 expense base is an irrelevant comparison because we are not the
company being acquired, Dime is -- and our intention is to impose our cost
structure on Dime's operations. In this regard, we believe it is important to
understand that our historical overhead ratio is among the lowest for
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any banking institution in the country. In other words, we have one of the
lowest-cost, most efficient overhead structures of any bank in the United
States. In fact, of the 100 largest commercial banks and bank holding companies
in the United States based on market capitalization, we had the lowest overhead
ratio in 1999 (Source: SNL Securities). Accordingly, any amount of estimated
cost savings will appear larger when compared to our already-lean cost base. By
comparison, Dime's overhead ratio is almost twice as high as ours and far
higher than the overhead structure of its own peer group (see the second
preceding table above on page 31 and note 3 thereto).
More importantly, we believe our targeted cost savings are, in fact,
consistent with the level of estimated cost savings in our previous
acquisitions, and are neither "unprecedented" nor "dramatically higher than the
most aggressive projections" for recently announced comparable transactions, as
evidenced by the two tables below, which reflect the estimated cost savings at
the time of announcement for our four most recent public in-market thrift
acquisitions and for seven comparable in-market thrift acquisitions announced
in 1998 and 1999 with a transaction value of $500 million or greater. In fact,
two of those comparable transactions, Roslyn Bancorp/TR Financial Corp. and
Astoria Financial/Long Island Bancorp, involved in-market combinations of two
New York metropolitan-area thrifts where the cost savings estimates amounted to
52% and 50%, respectively, of the acquired company's total operating expense
base. When reviewing the table of comparable in-market thrift acquisitions, we
believe it is important to note the efficiency ratio of the acquiror compared
to the efficiency ratio of the acquired company. Compared to all the companies
in that table, we have the lowest efficiency ratio and Dime has the second
highest.
36
<PAGE>
NORTH FORK IN-MARKET ACQUISITIONS--COST SAVINGS ESTIMATES
<TABLE>
<CAPTION>
DATE ANNOUNCED TARGET COMPANY PURCHASE PRICE (1) % COST SAVINGS (2)
- ---------------- ------------------------- -------------------- -------------------
<S> <C> <C> <C>
8/31/99 Reliance Bancorp, Inc. $354.4 52.0%
8/16/99 JSB Financial, Inc. 592.6 66.0
10/7/97 New York Bancorp Inc. 831.6 50.0
7/15/96 North Side Savings Bank 210.0 30.0 to 45.0
</TABLE>
- ----------
(1) In millions. Source: SNL Securities.
(2) Announced cost savings (pre-tax) as a percentage of target company's
noninterest expense (excluding amortization of goodwill).
COMPARABLE IN-MARKET THRIFT ACQUISITIONS--COST SAVINGS ESTIMATES
<TABLE>
<CAPTION>
EFFICIENCY RATIOS (3)
DATE PURCHASE % COST --------------------------
ANNOUNCED ACQUIROR TARGET PRICE (1) SAVINGS (2) ACQUIROR TARGET
- ----------- ---------------------- --------------------- ----------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
8/16/99 North Fork JSB Financial, Inc. $ 592.6 66.0% 34.4% 47.3%
5/26/98 Roslyn Bancorp TR Financial Corp. 1,114.1 52.0 40.6 45.6
4/3/98 Astoria Financial Long Island Bancorp 1,765.7 50.0 50.3 58.9
3/17/98 Washington Mutual H.F. Ahmanson & Co. 9,907.0 40.0 53.3 54.0
2/5/98 Golden State Bancorp First Nationwide 1,806.0 46.0 55.9 75.7(4)
1/14/98 Fifth Third Bancorp CitFed Bancorp Inc. 725.4 40.0 43.3 59.4
1/5/98 Fifth Third Bancorp State Savings Co. 903.3 35.0 43.3 47.5
AVERAGE 47.0
AVERAGE (EXCLUDING NORTH FORK/JSB) 43.8
3/5/00 NORTH FORK DIME BANCORP $1,993.0 50.0(5) 33.2 62.2(6)
</TABLE>
- ----------
(1) In millions. Source: SNL Securities.
(2) Announced cost savings (pre-tax) as a percentage of target company's
noninterest expense (excluding amortization of intangibles).
(3) Efficiency ratio for last four fiscal quarters prior to announcement.
Efficiency ratio is the quotient obtained by dividing noninterest expense
(excluding amortization of goodwill) by net interest income plus
noninterest income (exclusive of nonrecurring items). Source: SNL
Securities and SEC reports.
(4) Efficiency ratio for year ended 12/31/96.
(5) Estimated cost savings represent 50% of our estimate of Dime's 2001
operating expenses for its banking business (exclusive of Dime's mortgage
banking subsidiary) and 25% of our estimate of Dime's total 2001
operating expenses.
(6) In its Annual Report on Form 10-K for the year ended December 31, 1999,
Dime reports an efficiency ratio for 1999 of 51.4%. We believe this
figure excludes expenses associated with amortization of mortgage
servicing rights in 1999. Dime has also stated in connection with recent
litigation proceedings that its efficiency ratio for 1999 excluding its
mortgage banking subsidiary was 41%.
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<PAGE>
We believe that we have the requisite experience to realize the estimated
cost savings and have achieved comparable cost savings in prior acquisitions,
although no assurance can be given that the estimated cost savings will be
achieved or will occur in the time period anticipated. In addition, cost
savings may not be limited to Dime's core banking business but may include cost
savings associated with Dime's mortgage banking subsidiary as we continue to
evaluate this business segment. There can be no assurance that cost savings
realized will not be offset by increases in other expenses, other charges to
earnings or losses of revenue. See "Risk Factors" and "Forward-Looking
Statements."
As indicated in the third preceding table above on page 33, we have not
assumed any net revenue enhancements in formulating our estimate of 2001
earnings per share. In addition, we have not assumed any net run-off in revenue
attributable to our acquisition of Dime. This latter assumption is based on our
prior acquisition experience, where we were able to grow net interest income
and non-interest income while achieving targeted cost savings. In addition, we
have not made any decisions with respect to branch closings because we do not
have access to internal information of Dime from which we would expect to make
such decisions. Accordingly, our pro forma 2001 earnings per share estimate
does not assume the closure of any Dime (or North Fork) branches, although we
would anticipate that certain branches will be closed. Based on our experience
in prior acquisitions, we believe that any revenue reduction resulting from any
branch closings would be offset by additional cost savings associated with such
branch closings.
If we were permitted access to non-public information regarding Dime's
business plans and operations, our assumptions of no net revenue enhancements
and no net revenue run-off might differ. We intend generally to implement our
cost savings measures and to integrate the operations of the two companies in a
manner that is designed to minimize the loss of revenues, although there can be
no assurance that some revenue will not be lost. Factors that could cause a
loss of revenues include unanticipated loss of customers due to a lack of
customer acceptance of our deposit, lending and investment products and
services. See "Risk Factors."
We note that we have not previously acquired an organization comparable in
size to Dime or where there is the potential for management to be uncooperative
in the integration process. Although we believe that the integration of Dime's
operations into ours will not present any significant difficulty, the
integration of Dime into North Fork could result in difficulties that could
adversely affect the results of operations of the combined company. See "Risk
Factors" and "Forward-Looking Statements."
38
<PAGE>
BACKGROUND OF THE OFFER
BACKGROUND
From time to time, we are involved in due diligence investigations,
discussions and negotiations concerning possible business combination
transactions with other financial institutions. We generally seek to acquire
financial institutions that would:
o complement our overall strategic focus,
o provide opportunities for growth in markets where the target financial
institution conducts business, and
o improve our retail banking franchise.
On September 15, 1999, Dime and Hudson announced that they had entered
into the Dime-Hudson merger agreement and the Hudson option agreement. Among
other things, the merger agreement contained several provisions designed to
inhibit any competing offers for Dime, from North Fork or anyone else,
including:
o Dime's agreement not to enter into any discussions with or furnish any
confidential information to any person making an offer to merge with or
acquire Dime,
o Dime's agreement to recommend the proposed Dime-Hudson merger to Dime
stockholders under any and all circumstances, even if a third party
makes a superior proposal to merge with or acquire Dime, and
o Dime's agreement that it may not unilaterally terminate the merger
agreement prior to June 30, 2000, even if Dime stockholders failed to
approve the proposed Dime-Hudson merger.
On or about February 9, 2000, Dime and Hudson mailed the Joint Proxy
Statement/Prospectus relating to their proposed merger to their respective
stockholders. Following the dissemination of the Joint Proxy
Statement/Prospectus, representatives of our management and our outside
financial advisors and legal counsel held several meetings to review and
discuss our strategic options in light of the proposed Dime-Hudson merger and
the upcoming special meeting of Dime stockholders, including the possibility of
proceeding with an exchange offer for Dime shares and soliciting proxies from
Dime stockholders to vote against the proposed Dime-Hudson merger.
On February 19, 2000, "standstill provisions" contained in a
confidentiality agreement between North Fork and Dime that was entered into in
the summer of 1998 in connection with preliminary discussions between North
Fork and Dime concerning a possible business combination transaction expired.
These standstill provisions generally prohibited us from submitting an
acquisition proposal for Dime or making an offer for shares of Dime common
stock.
The preliminary discussions between North Fork and Dime were initiated by
a representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, who
contacted John A. Kanas, our Chairman, President and Chief Executive Officer,
in June of 1998 to inform Mr. Kanas that such representative had spoken to
Lawrence J. Toal, the Chairman, President and Chief Executive Officer of Dime,
and to suggest that Mr. Kanas meet with Mr. Toal to discuss the possibility of
a business combination transaction. Merrill Lynch was not engaged by us as a
financial advisor in connection with such discussions, and we do not know
whether Merrill Lynch was engaged by Dime at any time during the period within
which the discussions took place. The discussions between North Fork and Dime
were preliminary and exploratory in nature and were held with a view towards
determining whether the parties could develop a mutually satisfactory
conceptual framework from which to proceed to further discussions concerning a
potential business combination transaction. After several meetings between June
and August of 1998 between representatives of North Fork and Dime, further
discussions were not pursued.
On February 22, 2000, we initiated discussions with FleetBoston concerning
certain matters relative to our interest in making an offer to acquire Dime. We
initiated these discussions with FleetBoston because:
o in light of our need for additional funding for the cash portion of the
consideration to be paid in our offer, we sought to ascertain
FleetBoston's interest in potentially making an equity investment in
North Fork in connection with our offer;
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<PAGE>
o we sought FleetBoston's general views with respect to the mortgage
banking business, Dime's mortgage banking subsidiary, North American
Mortgage Company, and the management personnel of that subsidiary; and
o in light of the significant commitment of time, effort and expense that
would be involved in making an offer to acquire all of the outstanding
common stock of Dime and in soliciting Dime's stockholders to vote
against the proposed Dime-Hudson merger, we wanted to assess
FleetBoston's interest in making an offer to acquire Dime before making
a definitive decision to proceed with our offer.
Prior to announcing our intention to make an offer to acquire Dime,
representatives of our executive management and representatives of
FleetBoston's executive management had several meetings and conversations to
discuss matters relative to our offer and the proposed arrangements between us
and FleetBoston, and representatives of our executive management and our legal
advisors had several meetings with representatives of FleetBoston's executive
management and its legal advisors to discuss and negotiate the terms of the
stock purchase agreement.
In the course of the discussions between members of our management team
and FleetBoston's management team, we asked representatives of FleetBoston
whether FleetBoston would have any interest in potentially acquiring Dime's
mortgage banking subsidiary following our acquisition of Dime. FleetBoston's
management indicated that they were not interested in acquiring North American
Mortgage Company. FleetBoston identified certain potential transactions
involving North American Mortgage Company that we might consider engaging in,
either with FleetBoston or another party, in connection with our proposed
acquisition of Dime. The potential transactions identified by FleetBoston
consisted of a subservicing arrangement, a sale of servicing rights, a joint
venture, hedging transactions and a sale of certain assets relating to North
American Mortgage's origination capacity. The discussion with respect to these
potential transactions was limited to FleetBoston's identification of these
transactions to us. Neither we nor FleetBoston discussed the potential terms
of, or made any commitment of any type with respect to, any such transaction.
On March 5, 2000, our board of directors met to review the proposed terms
of the offer, the proxy solicitation and the proposed arrangements with
FleetBoston. Because our board of directors believes that a combination of
North Fork and Dime would offer compelling benefits to both companies and their
stockholders, it unanimously determined that we should solicit proxies against
the proposed Dime-Hudson merger, proceed with the offer, and initiate
litigation in Delaware as described below under "The Offer--Litigation--Delaware
Litigation." The North Fork board also approved the agreement with FleetBoston
regarding its proposed equity investment in North Fork.
On March 5, 2000, we signed a definitive agreement with FleetBoston
providing for an equity investment in North Fork in connection with the offer
and the other arrangements described below under "The Offer--Source and Amount
of Funds." Other than the matters contemplated by the stock purchase agreement,
there are no agreements, arrangements or understandings, formal or informal,
between us and FleetBoston concerning any transaction involving any business or
assets of Dime or North Fork (including any transaction involving North
American Mortgage), except for immaterial commercial banking transactions
entered into in the ordinary and usual course of business and on arm's length
terms.
On March 5, 2000, we announced our intention to commence the offer, to be
followed by the merger, and that we would be soliciting proxies against the
proposed Dime-Hudson merger. On March 6, 2000, we commenced the Delaware
litigation (see "The Offer--Litigation--Delaware Litigation") and filed
preliminary proxy materials with the SEC with respect to our proposed
solicitation of proxies against the proposed Dime-Hudson merger.
On March 7, 2000, Dime announced that its board of directors had
unanimously rejected our offer and that it recommended that Dime stockholders
not tender their shares to us. On March 8, 2000, Dime filed with the SEC a
supplement to the Joint Proxy Statement/Prospectus which stated, among other
things, that Dime's board of directors:
40
<PAGE>
o had concluded that the offer is inadequate and not in the best
interests of Dime and its stockholders,
o remained committed to the proposed Dime-Hudson merger, and
o recommended that Dime stockholders not tender their shares of Dime
common stock in the offer.
On March 9, 2000, we brought a motion in the Court of Chancery in Delaware
seeking a temporary restraining order to enjoin the Dime stockholder vote at
the Dime special meeting of stockholders initially scheduled for March 15,
2000, alleging, among other things, that Dime's proxy statement supplement
contained false and misleading information. Later in the day on March 9, 2000,
Dime announced that it was postponing its special meeting of stockholders to
March 24, 2000. In light of this postponement, on March 10, 2000, we withdrew
our motion for a temporary restraining order. See "The Offer--Litigation--
Delaware Litigation."
On March 10, 2000, Dime filed a complaint against North Fork and
FleetBoston in the Supreme Court of the State of New York, County of New York,
alleging violations of the New York State antitrust laws. See "The
Offer--Litigation--Dime Antitrust Litigation."
On or about March 13, 2000, we mailed definitive proxy materials to Dime
stockholders. These materials solicited proxies against the proposed
Dime-Hudson merger. On March 14, 2000, we filed with the SEC the registration
statement on Form S-4 containing a preliminary prospectus and the related
letter of transmittal with respect to the offer, and on March 15, 2000, we
commenced the offer by mailing the preliminary prospectus, the letter of
transmittal and related exchange offer materials to Dime stockholders. Also on
March 15, we filed our application with the Federal Reserve Board seeking
approval of the offer and the proposed North Fork-Dime merger.
On March 21, 2000, Dime filed with the SEC a solicitation/recommendation
statement on Schedule 14D-9 containing the recommendation of its board of
directors with respect to the offer. In the Schedule 14D-9, Dime's board of
directors unanimously recommended that Dime stockholders reject our offer by
not tendering their shares. Also on March 21, 2000, Dime announced that it was
again postponing the special meeting of its stockholders, this time to May 17,
2000, and that it had set March 30, 2000 as the new record date for Dime
stockholders of record entitled to vote at the special meeting.
On March 21, 2000, Dime filed a complaint against us and our individual
directors in the United States District Court for the Eastern District of New
York alleging claims under the federal securities laws. See "The
Offer--Litigation--Dime Federal Securities Litigation."
On March 23, 2000, we announced that we had extended the expiration date
of our offer to 12:00 midnight, New York City time, on Wednesday, May 31, 2000.
We determined to extend the expiration date of the offer in light of the
postponement of Dime's special meeting of stockholders to May 17, 2000, and the
expectation that we may receive Federal Reserve Board approval for the offer
and the merger as early as the latter part of May 2000. The failure of Dime
stockholders to approve the proposed Dime-Hudson merger and the receipt of
Federal Reserve Board approval were two of the original conditions to our
offer.
On March 27, 2000, we issued a press release announcing that we may be
prepared to increase and/or change the mix of stock and cash in our offer, that
we would welcome an opportunity to meet with Dime management and members of
Dime's board of directors in order to provide them with an opportunity to
convince us that Dime's earnings potential is greater than estimated by us, and
that this process would serve as a basis for our consideration of both
increasing and possibly changing the mix of stock and cash in our offer. We
also stated that we would enter into such discussions with Dime only with the
consent of Hudson, as the merger agreement between Dime and Hudson prohibited
Dime from entering into discussions with third parties, including North Fork,
concerning acquisition transactions, and that our Chief Executive Officer, John
A. Kanas, intended to contact Kenneth T. Neilson, Chief Executive Officer of
Hudson, promptly to seek to obtain Hudson's consent to allow us to enter into
discussions with Dime.
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<PAGE>
On March 28, 2000, we filed with the SEC Amendment No. 1 to the
registration statement on Form S-4 containing an updated preliminary exchange
offer prospectus. Also on March 28, 2000, we filed with the SEC and mailed to
Dime stockholders definitive additional proxy materials together with a letter
and a copy of the updated preliminary exchange offer prospectus.
On March 29, 2000, we requested Hudson's consent to allow us to engage in
discussions with Dime concerning matters relating to the offer. We requested
the consent in light of the "no-talk" provision in the Dime-Hudson merger
agreement prohibiting Dime from discussing our exchange offer with us.
Also on March 29, 2000, Dime filed a lawsuit in the Supreme Court of New
York, County of New York against Salomon Smith Barney, Inc., whom we had
engaged as a financial advisor and co-dealer-manager in connection with the
offer. Dime's lawsuit seeks, among other things, to enjoin Salomon Smith Barney
from providing advisory services to us in connection with the offer and our
7related proxy solicitation. Salomon Smith Barney has publicly stated that it
believes Dime's allegations are without merit. On April 5, 2000, Salomon Smith
Barney filed a response to Dime's motion for preliminary injunction. Later on
April 5, 2000, the Supreme Court of New York, County of New York, issued a
temporary restraining order and a preliminary injunction prohibiting Salomon
Smith Barney from advising us until May 12, 2000 in connection with the offer
and our related proxy solicitation. On April 6, 2000, Salomon Smith Barney
filed a notice of appeal and a motion to stay execution and enforcement of the
Supreme Court's order. See "The Offer--Litigation--Dime Litigation Against
Salomon Smith Barney."
On March 30, 2000, we filed a motion to dismiss the federal securities law
complaint filed by Dime on March 21, 2000 in the United States District Court
for the Eastern District of New York. On April 13, 2000, Dime amended its
complaint to eliminate all but two of its claims. See "The Offer--Litigation--
Dime Federal Securities Litigation." A hearing on our motion to dismiss was
held on April 14, 2000, and on April 20, 2000, the court issued an order
denying our motion to dismiss and directing the parties to submit a proposed
schedule for expedited discovery in preparation for a hearing on Dime's request
for a preliminary injunction.
On March 31, 2000, North Fork and FleetBoston filed a motion to dismiss
the antitrust complaint filed by Dime on March 10, 2000 in the Supreme Court of
New York, County of New York. See "The Offer--Litigation--Dime Antitrust
Litigation."
On April 11, 2000, we received a letter from Kenneth T. Neilson, Chairman,
President and Chief Executive Officer of Hudson, stating that Hudson has "been
unable to reach an agreement with Dime on the terms of the waiver." We
construed Hudson's letter as stating that Hudson needed Dime's approval before
Hudson could release Dime from the "no-talk" provision in the Dime-Hudson
merger agreement, and we issued a press release to that effect. Later on April
11, 2000, Dime issued a press release stating that it had previously advised
Hudson in writing that Dime did not object to Hudson granting an unconditional
waiver of the provision in the Dime-Hudson merger agreement that restricts
Dime's ability to talk to other parties, including North Fork.
On April 12, 2000, Hudson issued a press release stating that, if Dime
agrees, it would waive the "no-talk" provision of its merger agreement with
Dime to allow Dime to talk to any third party bidder that provides an
affirmation, in a form acceptable to Hudson, of Hudson's rights under its stock
option agreement with Dime. Later on April 12, 2000, we advised Hudson in
writing that we affirmed Hudson's rights under its stock option agreement with
Dime and that we would not seek to invalidate or otherwise challenge the
enforceability of the stock option agreement.
On April 24, 2000, we filed an answer to Dime's amended complaint in its
federal securities law litigation against us and our directors and various
counterclaims against Dime and its Chairman and Chief Executive Officer,
Lawrence Toal. Our counterclaims allege that Dime and Mr. Toal have made
numerous materially false and misleading statements, both in Dime's proxy
materials and in its press releases and its other SEC filings, since the
announcement of our offer on March 5, 2000. See "The Offer--Litigation--Dime
Federal Securities Litigation."
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On April 28, 2000, Dime announced that Dime and Hudson mutually agreed to
terminate their merger agreement and the related stock option agreements. As a
result of this announcement, the previous conditions to our offer relating to
the Dime stockholder vote on the Dime-Hudson merger agreement and the
termination of that agreement were satisfied. Dime also announced that, in
light of the termination of its merger agreement with Hudson, Dime's board of
directors would begin a "comprehensive exploration of all strategic options."
In connection with the termination of the Dime-Hudson merger agreement and
the related stock option agreements, Dime and Hudson entered into a new
Termination, Option Cancellation and Settlement Agreement under which Dime
would be required to pay Hudson between $50 million and $92 million under
circumstances similar to those under which Hudson would have been entitled to
exercise the Hudson option. Although we believe the cash payment payable to
Hudson under this new termination agreement has substantially the same economic
effect as the option originally granted by Dime to Hudson, we have waived the
condition of our offer which would have required that the original option be
surrendered by Hudson to Dime for an amount not to exceed $50 million. See
"--Hudson-Dime Subsequent Transaction Fees" below.
On May 2, 2000, we sent a letter to Dime indicating that we had directed
our financial advisors to contact Dime's to arrange a meeting to discuss our
offer. However, Dime wrote us back on the same day stating that it would be
"premature" to consider meeting with us until after completion of its
"comprehensive exploration of all strategic options," and that Dime would "get
back to" us when this review is complete. As of the date of this document, Dime
has not contacted us concerning our offer nor has Dime made any public
announcements regarding the status of its "comprehensive exploration of all
strategic options."
HUDSON-DIME SUBSEQUENT TRANSACTION FEES
In connection with the execution of the Dime-Hudson merger agreement. Dime
and Hudson entered into a stock option agreement pursuant to which Dime granted
Hudson an option to purchase 22,271,682 shares of Dime common stock (or
approximately 19.9% of the issued and outstanding shares of Dime common stock
at the time of grant of the Hudson Option) at an exercise price of $17.75 per
share, subject to certain adjustments.
On April 28, 2000, Dime announced that Dime and Hudson had mutually agreed
to terminate their merger agreement and the related stock option agreements. In
connection with the termination of these agreements, Dime and Hudson entered
into a new Termination, Option Cancellation and Settlement Agreement under
which Dime would be required to pay Hudson between $50 million and $92 million
under circumstances similar to those under which Hudson would have been
entitled to exercise the Hudson option.
Under the terms of the new termination agreement, Hudson will be entitled
to receive a "subsequent transaction fee" of not less than $50 million nor more
than $92 million following the occurrence of any "subsequent transaction."
"Subsequent transaction" is defined generally to include (i) Dime entering into
an agreement providing for or otherwise recommending or proposing an
"acquisition transaction" (generally, a merger or consolidation of, a sale of
significant amount of assets or deposits of, or the acquisition by a third
party of 25% or more of the voting power of, Dime or its savings bank
subsidiary), and (ii) the acquisition by any person of 25% or more of the
outstanding common stock of Dime.
Hudson will be entitled to receive a subsequent transaction fee following
the occurrence of any subsequent transaction, even if a subsequent transaction
fee has previously been paid in connection with the previous occurrence of a
different subsequent transaction. However, all amounts previously paid in
respect of a subsequent transaction fee will be credited against amounts
payable thereafter in respect of a separate subsequent transaction fee.
The actual amount of any subsequent transaction fee will be calculated in
a manner similar to the calculation of the "repurchase price" under the
original stock option agreement--that is, the amount of the fee will
approximate the "spread" between the "market/offer" price and the $17.75
exercise price of the original option multiplied by the number of shares
underlying the original option. Accordingly, the amount of any subsequent
transaction fee will only exceed $50 million if the market/offer price exceeds
43
<PAGE>
approximately $20.00. The market/offer price generally is based upon closing
prices for Dime common stock, the value of the per share consideration to be
paid under any offer for Dime common stock (such as our offer) and the value of
the per share consideration to be paid by any third party under an agreement
with Dime.
Under the new termination agreement, each of the execution by Dime and
North Fork of a merger agreement and the completion of our offer would
constitute a subsequent transaction. Based on current trading prices for Dime's
common stock and North Fork's common stock, the amount of any subsequent
transaction fee payable to Hudson under the new termination agreement would be
$50 million.
The foregoing description of the Dime-Hudson termination agreement is
qualified in its entirety by reference to the full text of the termination
agreement, a copy of which has been included as exhibit 10.1 to Dime's Current
Report on Form 8-K, filed with the SEC on May 1, 2000.
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THE OFFER
We are offering to exchange 0.9302 shares of North Fork common stock and
$2.00 net in cash for each outstanding share of Dime common stock validly
tendered and not properly withdrawn, subject to the terms and conditions
described in this prospectus and the related letter of transmittal. Based on
the closing price of North Fork common stock on May 12, 2000 of $15.94, the
offer has a value of $16.83 per Dime share. The term "expiration date" means
12:00 midnight, New York City time, on May 31, 2000, unless we extend the
period of time for which this offer is open, in which case the term "expiration
date" means the latest time and date on which the offer, as so extended,
expires.
If you tender your shares, you will not be obligated to pay any charges or
expenses of the exchange agent or any brokerage commissions. Except as set
forth in the instructions to the letter of transmittal, transfer taxes on the
exchange of Dime common stock pursuant to our offer will be paid by us or on
our behalf.
We are making this offer in order to acquire control of, and ultimately
the entire common equity interest in, Dime. The offer is the first step in our
acquisition of Dime and is intended to facilitate the acquisition of all Dime
shares. We intend, as soon as possible after completion of the offer, to seek
to have Dime merge with North Fork or a wholly owned subsidiary of North Fork.
The purpose of the North Fork-Dime merger is to acquire all Dime shares not
tendered and exchanged in the offer. In the North Fork-Dime merger, each
outstanding share of Dime common stock would be converted into the same number
of North Fork shares and same amount of cash per Dime share as is paid in the
offer, subject to appraisal rights available under Delaware law, except that
Dime common stock held by Dime, us or any of our subsidiaries (other than in a
fiduciary capacity or in respect of debt previously contracted) would be
retired.
If we obtain all of the shares of Dime pursuant to our offer to you,
former stockholders in Dime would own approximately 35% of the shares of common
stock of North Fork, assuming conversion of all the preferred stock and
exercise of all the stock purchase rights to be issued to FleetBoston in
connection with our completion of the offer. See "The Offer--Source and Amount
of Funds." On a pro forma basis as of December 31, 1999, giving effect to the
JSB merger, the Reliance merger, the offer and the proposed North-Fork-Dime
merger, Dime would contribute approximately 65% of the assets of the combined
company.
Our obligation to exchange shares of North Fork common stock and cash for
Dime shares pursuant to the offer is subject to several conditions referred to
below under "Conditions of Our Offer," including the minimum tender condition,
the rights plan condition, the North Fork stockholder approval condition, the
regulatory approvals condition and the other conditions that are discussed
below.
Our offer to acquire Dime common stock is also an offer to acquire Dime
preferred share purchase rights ("Dime rights"), and, when we refer to the
shares of Dime common stock, we are also referring to the associated rights,
unless we indicate otherwise. In addition, all references to the Dime rights
include the benefits to holders of those rights pursuant to the Dime
stockholder protection rights agreement (the "Dime rights agreement"),
including the right to receive any payment due upon redemption of Dime rights.
You must tender one Dime right for each Dime share tendered in order to
effect a valid tender of Dime shares, unless the Dime rights have been
redeemed. The Dime rights are currently represented by the certificates for the
Dime shares and your tender of Dime shares prior to the Dime distribution date
will also constitute a tender of the associated Dime rights. We will not make a
separate payment to you for the Dime rights.
Upon the Dime distribution date, which is the earlier to occur of:
o the close of business 10 days following a public announcement that a
person or group of associated or affiliated persons other than Dime (a
"Dime acquiring person") has acquired beneficial ownership of 20% or more
of the outstanding Dime shares, or
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o the close of business 10 business days (or an earlier or later date
determined by the Dime board of directors, prior to the time that any
person becomes a Dime acquiring person) following the commencement of a
tender offer or exchange offer upon consummation of which such person or
group would be the beneficial owner of 20% or more of such outstanding
Dime shares,
separate certificates representing the Dime rights will be mailed to holders of
record of Dime shares as soon as practicable after the Dime distribution date,
and those separate Dime rights certificates alone will evidence the Dime
rights. According to Dime's solicitation/recommendation statement on Schedule
14D-9 filed with the SEC on March 21, 2000, the Dime board has acted to delay
the occurrence of a distribution date pursuant to the Dime rights agreement as
a result of the commencement of our offer. Dime has not announced when the
distribution date will occur.
If the Dime distribution date occurs and Dime or the related rights agent
distributes separate certificates representing the Dime rights to you prior to
the time that you tender your Dime shares pursuant to our offer, certificates
representing a number of Dime rights equal to the number of Dime shares
tendered must be delivered to the exchange agent, or, if available, the
exchange agent must receive a book-entry confirmation with respect thereto, in
order for those Dime shares to be validly tendered. If the Dime distribution
date occurs and separate certificates representing the Dime rights are not
distributed prior to the time Dime shares are tendered pursuant to our offer,
Dime rights may be tendered prior to the time that you receive the certificates
for Dime rights by use of the guaranteed delivery procedure described under
"--Guaranteed Delivery" below.
We have asked Dime for its stockholder list and security position listings
to communicate with you and to distribute our offer to you. As permitted under
applicable law, Dime notified us that, in lieu of providing such information to
us, it has elected to deliver this prospectus, the related letter of
transmittal and other relevant materials to you and to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on Dime's stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing, so
that they can in turn send these materials to beneficial owners of Dime shares.
TIMING OF OUR OFFER
Our offer is scheduled to expire at 12:00 midnight, New York City time on
May 31, 2000. For more information, you should read the discussion below under
the caption "Extension, Termination and Amendment."
One of the conditions of our offer is the approval by our stockholders of
the issuance of North Fork stock in our offer and the related merger. Because
we have not commenced the process of obtaining this approval by filing a
preliminary proxy statement with the SEC, we do not expect to be in a position
to satisfy this condition prior to the current May 31, 2000 expiration date of
the offer. Accordingly, we currently intend to extend the expiration date of
our offer beyond May 31, 2000. If we decide to extend our offer, we will make
an announcement regarding such extension as described below under "--Extension,
Termination and Amendment."
LITIGATION
Delaware Litigation. On March 6, 2000, we filed a complaint against Dime,
certain members of the board of directors of Dime, and Hudson in the Court of
Chancery of the State of Delaware, alleging, among other things, breaches of
fiduciary duties by the Dime board in connection with the Dime-Hudson merger
agreement. We also allege in the complaint that Hudson has aided and abetted
the Dime board's breaches of its fiduciary duties. We believe that the board of
directors of Dime has violated its fiduciary duties to Dime stockholders by
agreeing to provisions in the Dime-Hudson merger agreement which are designed
to inhibit any competing offers for Dime from us or anyone else, including:
o its agreement not to enter into any discussions with or furnish any
confidential information to any person making an offer to merge with or
acquire Dime,
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o its agreement to recommend the proposed Dime-Hudson merger to Dime
stockholders under any and all circumstances, even if a third party makes
a superior proposal to merge with or acquire Dime, and
o its agreement that Dime may not terminate the merger agreement prior to
June 30, 2000, even if Dime stockholders fail to approve the proposed
Dime-Hudson merger.
Our complaint seeks, among other things, an order invalidating these provisions
of the Dime-Hudson merger agreement.
On March 9, 2000, we amended our complaint to include allegations that the
Dime board had violated its fiduciary duties by, among other things, forcing a
premature stockholder vote under circumstances where Dime stockholders have
been coerced, misled and insufficiently informed. We also alleged in the
amended complaint that Dime's March 7, 2000 proxy statement supplement contains
materially false and misleading information.
Also on March 9, 2000, we brought a motion in the Court of Chancery for a
temporary restraining order to enjoin the Dime stockholder vote at the special
meeting initially scheduled for March 15, 2000 until after such time as
complete and curative disclosures are mailed to Dime's stockholders with a
reasonable period for their review, or the court orders otherwise. A hearing
was scheduled for Friday, March 10, 2000.
Later on March 9, 2000, Dime announced that it was postponing its special
meeting of stockholders to be held to consider the Dime-Hudson merger until
March 24, 2000. In light of the postponement of Dime's special meeting, we
subsequently withdrew our motion for a temporary restraining order, and the
March 10, 2000 hearing was cancelled. We did not abandon any of our claims
contained in the amended complaint and reserved our right to renew our motion,
if appropriate, following review of Dime's supplemental proxy materials and
other disclosures in the form actually distributed to Dime stockholders.
On March 17, 2000, we moved for an expedited hearing and partial summary
judgment with respect to our claims in the Delaware litigation. A hearing on
that motion was held on April 17, 2000.
On May 2, 2000, in light of the announcement of the termination of the
Dime-Hudson merger agreement, we withdrew our summary judgment motion without
prejudice.
Dime Antitrust Litigation. On March 10, 2000, Dime filed a complaint in
the Supreme Court of the State of New York, County of New York, against North
Fork and FleetBoston, alleging violations of the New York State antitrust laws,
including allegations that:
o North Fork and FleetBoston conspired to purchase Dime in order to
eliminate a combined Dime/Hudson entity from competition in several
purported banking markets,
o the proposed acquisition of Dime by North Fork and FleetBoston will
substantially lessen competition and create a monopoly in at least two
purported banking markets, and
o FleetBoston has monopoly power in banking markets throughout New England
and is using its monopoly profits in order to acquire Dime and eliminate
a strong new competitor in several purported banking markets throughout
New York, Connecticut and New Jersey.
Dime's complaint seeks declaratory and injunctive relief, including an order
enjoining North Fork and FleetBoston from making any coordinated effort to
acquire Dime and an order enjoining FleetBoston's pending branch sale
transaction with Sovereign Bancorp, Inc., and such other relief as may be
granted.
We believe that the allegations against us in Dime's complaint are without
merit and we intend to contest Dime's allegations vigorously. Among other
things, we believe that:
o the alleged market area in New York in which Dime alleges that
competition will be diminished is inconsistent with applicable precedent,
including recent orders of the Federal Reserve Board and thus does not
present the appropriate area in which to assess competitive effects,
o the banking competition in the Metropolitan New York-New Jersey banking
market, as defined by the Federal Reserve Bank of New York, is vigorous
and will not be impacted adversely by our acquisition of Dime, and
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o the New York State antitrust law on which all of Dime's allegations are
based is pre-empted by the comprehensive federal regulatory scheme set
out under the Bank Holding Company Act, which places exclusive
jurisdiction to review and approve bank holding company mergers and
acquisitions with the Federal Reserve Board and the U.S. Department of
Justice.
We understand that FleetBoston also believes that the allegations against it in
Dime's complaint are without merit and that FleetBoston intends to contest
Dime's allegations vigorously.
On March 13, 2000, we filed a motion in the Court of Chancery to enjoin
Dime from taking any further steps to prosecute the New York action on the
grounds that the New York action arises out of the same nucleus of operative
facts as those involved in the Delaware litigation and would necessarily
involve adjudication of matters relating to the Delaware litigation.
On March 17, 2000, Dime filed a response with the Delaware court opposing
our motion to stay Dime's antitrust action in New York. On March 20, 2000, the
Delaware court denied our motion.
On March 31, 2000, North Fork and FleetBoston filed a motion to dismiss
Dime's antitrust complaint, based on several grounds. Specifically, North Fork
and FleetBoston believe that:
o Dime has chosen the wrong forum for challenging the offer,
FleetBoston's investment in North Fork in connection with the offer and
FleetBoston's divestiture of branches to Sovereign, because each of
those transactions is subject to approval by federal banking regulatory
agencies, which have exclusive original jurisdiction for reviewing the
antitrust implications of those transactions.
o Dime is seeking to apply the wrong substantive law in its complaint,
because both federal banking law (under the Bank Holding Company Act)
and federal securities law (under the Williams Act) comprehensively
govern the challenged transactions and thereby preempt application of
New York's Donnelly Act with regard to those transactions.
o Dime, as the subject company in an exchange offer, lacks standing to
challenge the offer on antitrust grounds.
o Dime's challenge to FleetBoston's divestiture of branches to Sovereign
is beyond the scope of New York's Donnelly Act because all of the
assets associated with that transaction are located outside of New York
State.
On May 5, 2000, the Attorney General of the State of New York filed an
amicus curiae memorandum in connection with our motion to dismiss Dime's
antitrust complaint. The amicus curiae memorandum challenges our arguments
regarding the preemption of the application of New York's Donnelly Act to our
offer, FleetBoston's investment in North Fork and FleetBoston's divestiture of
branches to Sovereign.
Dime Federal Securities Litigation. On March 21, 2000, Dime filed a
complaint in the United States District Court for the Eastern District of New
York against us and the individual members of our board of directors alleging
claims under the federal securities laws based on what Dime has claimed are
material misstatements and omissions in the proxy solicitation and exchange
offer materials filed by us with the SEC. Dime's claim seeks injunctive and
other relief. We believe that the claims alleged by Dime in its complaint are
without merit and intend to contest the action vigorously.
Dime's original complaint alleged that our March 11, 2000 proxy statement
and March 14, 2000 exchange offer prospectus contain misleading statements of
material facts and omit to state material facts necessary to make the
statements therein not false or misleading, including in the following
respects:
(i) our statement that the offer represents a "significant premium"
to Dime's stockholders is materially misleading because (a) we
have not disclosed that the timing of our offer is
"opportunistic" in that it "exploits Dime's current, undervalued"
stock price, (b) the offer (if successful) would foreclose the
possibility of selling a combined Dime/Hudson entity at a higher
change-of-control premium, (c) the offer is "priced far below the
price of recent comparable bank acquisitions," and (d) the offer
was designed in a way that eliminated FleetBoston as a potential
higher bidder for Dime or a combined Dime/Hudson;
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(ii) we should disclose that our premium offer "has more to do with
timing than intrinsic value" and would have represented a
discount to Dime's stock price six months ago and an average
premium over Dime's stock price during 1999 of approximately 5%;
(iii) we omitted disclosures to the effect that, based on a
"contribution analysis," the premium represented by the offer is
"distinctly negative," noting that Dime stockholders would own
approximately 34.5% of a combined North Fork/Dime and that Dime
would be contributing 60% of the assets, 49% of the tangible
common equity and over 45% of projected net income of the
combined North Fork/Dime;
(iv) we have omitted disclosure of (a) the earnings-per-share
dilution that Dime stockholders will experience in 2000 and 2001
based on our assumptions, which Dime calculates as being greater
than 14% in each of 2001 and 2002, and (b) the alleged
detrimental effect that our proposed sale to FleetBoston of 17
Dime branches, for consideration that Dime characterizes as "less
than adequate," would have on Dime stockholders from the
standpoint of earnings-per-share dilution;
(v) we have not disclosed the assumptions underlying our 2001
earnings-per-share estimate for our common stock, and allegedly
have attempted to "obscure the magnitude" of our estimated cost
savings by presenting this estimate on an after-tax rather than a
pre-tax basis;
(vi) we omitted to disclose that our estimated cost savings represent
86% of our current core expense base and 64% of Dime's core
expense base (excluding the expense base of Dime's subsidiary,
North American Mortgage Company);
(vii) we omitted disclosure concerning the basis for our estimate of
cost savings or how our estimated costs savings are realistic or
achievable, and the identification of the areas in which we
anticipate achieving the estimated cost savings;
(viii) we omitted to disclose the level of revenue run-off that we
estimate will result from the cost savings initiatives or from
the proposed branch sale to FleetBoston, or if no revenue run-off
is estimated, the basis for such assumption;
(ix) we omitted disclosure concerning the level of integration risk
that we must confront because Dime is more than seven times
larger than our next largest acquisition and three times larger
than all of our acquisitions combined, and because in February of
this year we completed two acquisitions which increased our
assets by approximately 35%, so that if we were to acquire Dime,
we would be roughly three times larger (based on total assets)
than we were less than a month ago, and that this rate of growth
creates "virtually unprecedented integration risk;"
(x) we have omitted to disclose that "large revenue losses are
likely when large cost savings are sought," and that "hostile
transactions present dramatically higher execution and
integration risk than fully consensual transactions that preserve
and combine the management experience and skills of both
organizations," and that "hostile takeovers of financial
institutions are likely to result in large revenue losses;"
(xi) we have omitted disclosure concerning our ability to effectively
manage the resulting institution, achieve our estimated cost
savings and prevent revenue run-off in light of the "size and
hostile nature" of the offer and the proposed merger and if we
terminate key Dime management personnel (or if such management
voluntarily terminate their employment);
(xii) we have omitted disclosure that "attrition and low employee
morale" following a "hostile merger" of Dime and North Fork would
pose "serious integration risks" to the combined company, and
that a "hostile merger" of Dime and North Fork could have a
detrimental effect on the communities that Dime serves, Dime's
employees and the level of customer service that Dime delivers;
(xiii) we have omitted to disclose our "consistent failure to acquire
banks in unsolicited or hostile transactions" and that we have
"been forced to abandon every such attempt;"
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(xiv) we have omitted to disclose that there are "significant
differences" between Dime and the financial institutions that we
have previously acquired, and that a combination of North Fork
and Dime would reverse Dime's strategy to evolve from a
traditional savings and loan to a more "commercial bank-like
profile;"
(xv) we have omitted (a) details of our relationship with
FleetBoston, the reasons for FleetBoston's proposed investment in
North Fork and the risks FleetBoston's investment would present
to stockholders of a combined North Fork/Dime, (b) disclosure
concerning whether FleetBoston would have been a bidder for Dime
absent FleetBoston's agreement with us not to bid for Dime, (c)
disclosure as to whether our offer is conditioned on
FleetBoston's proposed investment in us, (d) disclosure as to
whether our negotiations with FleetBoston violated a "standstill"
agreement applicable to us with respect to Dime and (e)
disclosure as to the specific operations that we have agreed to
sell to FleetBoston;
(xvi) our disclosures concerning the fact that the offer is subject to
the receipt of "customary" regulatory approvals are misleading in
light of FleetBoston's proposed investment, which, according to
Dime, creates significant competition issues, and our past record
of complying with our community lending obligations;
(xvii) we have omitted disclosure of all of the required regulatory
approvals in connection with the offer, the standards required to
obtain the approvals, the status of our applications and the
probable timing of receipt of the approvals, and whether
FleetBoston's proposed investment will require approval of or
negotiations with the Federal Reserve Board;
(xviii) we have omitted disclosure of our performance record under the
Community Reinvestment Act of 1977 and in meeting the credit
needs of the community, including in low and moderate income
neighborhoods, and that our community lending record allegedly
will delay consummation of the offer and the proposed merger;
(xix) we have made certain fraudulent public and/or selective
disclosures concerning our willingness to increase the
consideration proposed to be paid pursuant to the offer and to
submit a proposal to acquire both Dime and Hudson, and with
respect to a purported plan on our part to acquire 9.9% of Dime's
outstanding common stock; and
(xx) we have put forward our Chairman and Chief Executive Officer,
John A. Kanas, as our principal spokesman in connection with the
offer but have failed to disclose that questions about Mr. Kanas'
credibility were raised in a court decision in September 1997 in
which (a) the judge questioned the truthfulness of sworn
testimony by Mr. Kanas denying that we had ever been criticized
for closing branches or not lending in certain parts of the
community when, after this testimony, opposing counsel produced a
newspaper article from several years before reporting a formal
protest alleging our failure to lend to predominantly minority
and local residents of certain counties in our primary markets
and containing quotes from Mr. Kanas, and (b) with respect to
conflicting testimony from Mr. Kanas and the investment banking
advisor of another financial institution concerning whether Mr.
Kanas had indicated to the investment banking advisor that he was
willing to raise his bid to acquire that financial institution,
the judge stated that "Mr. Kanas' credibility is to be weighed in
the light of his expressed interest in the outcome of this
litigation, and by inconsistencies in his testimony. [The
investment banker's] account of his conversation with Mr. Kanas
appears the more credible." For a complete copy of the court's
decision, see Minzer et al. v. Keegan et al., CV-97-4077 (CPS),
1997 U.S. Dist. LEXIS 16445 (E.D.N.Y. September 22, 1997).
As noted above, we believe that the claims alleged by Dime in its
complaint are without merit and on March 30, 2000, we filed a motion to dismiss
the complaint. Dime subsequently filed an amended complaint on April 13, 2000,
eliminating all but two of its claims against us. A hearing on our motion to
dismiss was held on April 14, 2000, and on April 20, 2000, the court issued an
order denying our motion to dismiss and directing the parties to submit a
proposed schedule for expedited discovery in preparation for a hearing on
Dime's request for a preliminary injunction.
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In its amended complaint, Dime made the following allegations:
o the disclosure in our proxy materials with respect to our cost savings
estimate is materially false and misleading because:
-- we do not assume any branch closings and therefore our estimates are
not consistent with the level of our estimated cost savings in our
previous transactions;
-- Dime's "total annual compensation expense" for "executive management
and back office personnel" is less than $75 million, while, according
to Dime, we have "projected" an "$80 to $95 million" reduction in
such salary expenses, which is unachievable;
-- Dime is "seven times larger than North Fork's next largest
acquisition" and "[t]here is no way that North Fork's infrastructure
can handle such growth while achieving the cost savings that North
Fork projects;"
-- we have engaged in an "apples-to-oranges comparison" by expressing
our cost savings estimate as a percentage of the expense base of
Dime, the larger company, and comparing this percentage to percentage
cost savings figures for comparable transactions where those
percentages are based on the smaller company's expense base, which,
according to Dime, is the "usual practice in bank mergers" -- if we
were to present our cost savings estimates as a percentage of our own
expense base, that presentation would reflect an 86% figure, which
would be almost twice the percentage estimated in the comparable
transactions;
-- we compared our efficiency ratio of 33.2% to Dime's efficiency ratio
of 62.2% when, according to Dime, its efficiency ratio excluding its
mortgage subsidiary would be 41%; and
-- even though a significant portion of our cost savings is expected to
result from the merger of Dime's subsidiary bank with ours and
receipt of the regulatory approvals for that merger is not a
condition to our offer, we failed to disclose two sets of cost
savings projections -- one assuming merger of the subsidiary banks
and one assuming the merger is not completed -- or anything else
about the effect of a delay in such merger on the amount and timing
of our estimated cost savings.
o the disclosure in our proxy materials with respect to our "relationship
with" FleetBoston is false and misleading because:
-- we have made a statement in this document that "implies that North
Fork intends to operate Dime's mortgage subsidiary," which statement
"directly conflicts" with previous statements made by our CEO;
-- statements made by our CEO in an investor conference call imply that
we have "already made a decision on what to do with Dime's mortgage
banking business," and "[w]hatever North Fork plans to do with the
mortgage company has not been disclosed and is material;"
-- statements made by our CEO in an investor conference call indicate
that "North Fork chose Fleet [sic] as its partner because Fleet can
achieve cost savings in Dime's mortgage business that North Fork
cannot;"
-- "it is clear that North Fork has some plan up its sleeve for NAMCO"
and "Dime shareholders are entitled to know whatever that `something'
is North Fork has planned;" and
-- we have not disclosed that our arrangement with Fleet "was designed
to eliminate Fleet as a potential bidder for Dime."
We believe that all of the allegations in Dime's amended complaint are
without merit and we intend to continue to contest these claims vigorously.
On April 24, 2000, we filed an answer to Dime's amended complaint and
various counterclaims against Dime and its Chairman and Chief Executive
Officer, Lawrence Toal. Our counterclaims allege
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that Dime and Mr. Toal have made numerous materially false and misleading
statements, both in Dime's proxy materials and in its press releases and its
other SEC filings, since the announcement of our offer on March 5, 2000. Our
counterclaims seek injunctive and other relief. In connection with our
counterclaims, we made a request for expedited discovery. Dime objected to our
request and asked the court for an opportunity to file a motion to dismiss our
counter-claims. Following the expedited submission of letter briefs by the
parties, the court denied our request for expedited discovery.
On April 25, 2000, the court scheduled a hearing on Dime's request for a
preliminary injunction for May 1, 2000.
On April 28, 2000, Dime announced that Dime and Hudson had mutually agreed
to terminate their merger agreement. In light of this announcement, the May 1
preliminary injunction hearing was cancelled at Dime's request.
Dime Litigation Against Salomon Smith Barney. On March 29, 2000, Dime
filed a lawsuit in the Supreme Court of New York, County of New York against
Salomon Smith Barney, Inc., whom we had engaged as a financial advisor and
co-dealer manager in connection with the offer. Dime's lawsuit seeks, among
other things, to enjoin Salomon Smith Barney from providing advisory services
to us in connection with the offer and our related proxy solicitation. In the
lawsuit, Dime alleges that an agreement between Dime and Salomon Smith Barney
entered into in May 1997 in connection with Dime's engagement of Salomon Smith
Barney as financial advisor with respect to Dime's acquisition of North
American Mortgage Company prohibits Salomon Smith Barney from advising any
third party in connection with an acquisition of Dime without Dime's prior
consent for a period of three years from the date of such agreement. Salomon
Smith Barney has publicly stated that it believes Dime's allegations are
without merit.
On April 5, 2000, Salomon Smith Barney filed a response to Dime's motion
for preliminary injunction. Later on April 5, 2000, the Supreme Court of New
York, County of New York, issued a temporary restraining order and a
preliminary injunction prohibiting Salomon Smith Barney from advising us in
connection with the offer and our related proxy solicitation until May 12,
2000.
On April 6, 2000, Salomon Smith Barney filed a notice of appeal and a
motion to stay execution and enforcement of the Supreme Court's order. On May
2, 2000, the Appellate Division denied Salomon Smith Barney's motion for an
order staying execution and enforcement of the Supreme Court's temporary
restraining order.
Also, on May 2, 2000, Dime moved in the Supreme Court of New York, New
York County to extend the injunction against Salomon Smith Barney for an
additional six weeks beyond May 12, 2000. On May 10, 2000, the court denied
Dime's motion to extend the injunction beyond May 12, 2000. A conference before
the Supreme Court of New York, New York County, has been scheduled for May 15,
2000, for the purpose of Dime presenting an amended complaint pursuant to which
Dime will seek damages from Salomon Smith Barney.
EXTENSION, TERMINATION AND AMENDMENT
We expressly reserve the right, in our sole discretion, at any time or
from time to time, to extend the period of time during which our offer remains
open, and we can do so by giving oral or written notice of such extension to
the exchange agent. If we decide to so extend our offer, we will make an
announcement to that effect no later than 9:00 A.M., New York City time, on the
next business day after the previously scheduled expiration date. We are not
making any assurance that we will exercise our right to extend our offer,
although we currently intend to do so until all conditions have been satisfied
or waived. During any such extension, all Dime shares previously tendered and
not withdrawn will remain subject to the offer, subject to your right to
withdraw your Dime shares. You should read the discussion under "The
Offer--Withdrawal Rights" on page 54 for more details.
Subject to the SEC's applicable rules and regulations, we also reserve the
right, in our sole discretion, at any time or from time to time:
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(a) to delay acceptance for exchange of or exchange of any Dime
shares pursuant to our offer, or to terminate our offer and not
accept for exchange or exchange any Dime shares not previously
accepted for exchange or exchanged, upon the failure of any of
the conditions of the offer to be satisfied prior to the
expiration date, or upon the failure of the regulatory approvals
condition to be satisfied at any time thereafter regardless of
whether we previously accepted for exchange or exchanged any Dime
shares, and
(b) to waive any condition (other than the North Fork stockholder
approval condition, the regulatory approvals condition and the
conditions relating to the absence of an injunction and the
effectiveness of the registration statement for the North Fork
shares to be issued in our offer) or otherwise amend the offer in
any respect, by giving oral or written notice of such delay,
termination or amendment to the exchange agent and by making a
public announcement.
We will follow any extension, termination, amendment or delay, as promptly
as practicable, with a public announcement. In the case of an extension, any
such announcement will be issued no later than 9:00 A.M., New York City time,
on the next business day after the previously scheduled expiration date.
Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the
Exchange Act, which require that any material change in the information
published, sent or given to stockholders in connection with the offer be
promptly sent to stockholders in a manner reasonably designed to inform
stockholders of such change) and without limiting the manner in which we may
choose to make any public announcement, we assume no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.
We confirm to you that if we make a material change in the terms of our
offer or the information concerning the offer, or if we waive a material
condition of the offer, we will extend the offer to the extent required under
the Exchange Act. If, prior to the expiration date, we change the percentage of
Dime shares being sought or the consideration offered to you, that change will
apply to all holders whose Dime shares are accepted for exchange pursuant to
our offer. If at the time notice of that change is first published, sent or
given to you, the offer is scheduled to expire at any time earlier than the
tenth business day from and including the date that such notice is first so
published, sent or given, we will extend the offer until the expiration of that
ten business-day period. For purposes of our offer, a "business day" means any
day other than a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 A.M. through 12:00 midnight, New York City time.
We may, although we do not currently intend to, elect to provide a
subsequent offering period of three to 20 business days after the acceptance of
Dime shares in the offer if the requirements under Exchange Act Rule 14d-11
have been met. You will not have the right to withdraw Dime shares that you
tender in the subsequent offering period, if any.
If Dime agrees upon a negotiated merger with us, we may amend or terminate
our offer without purchasing any Dime shares.
EXCHANGE OF DIME SHARES; DELIVERY OF NORTH FORK COMMON STOCK AND CASH
Upon the terms and subject to the conditions of our offer (including, if
the offer is extended or amended, the terms and conditions of any such
extension or amendment), we will accept for exchange, and will exchange, Dime
shares validly tendered and not withdrawn as promptly as practicable after the
expiration date. In addition, subject to applicable rules of the SEC, we
expressly reserve the right to delay acceptance for exchange or the exchange of
Dime shares in order to comply with any applicable law. In all cases, exchange
of Dime shares tendered and accepted for exchange pursuant to the offer will be
made only after timely receipt by the exchange agent of certificates for those
Dime shares (or a confirmation of a book-entry transfer of those Dime shares in
the exchange agent's account at The Depository Trust Company (which we refer to
as "DTC")), a properly completed and duly executed letter of transmittal and
any other required documents.
For purposes of the offer, we will be deemed to have accepted for exchange
Dime shares validly tendered and not withdrawn as, if and when we notify the
exchange agent of our acceptance of the tenders of those Dime shares pursuant
to the offer. The exchange agent will deliver cash and North Fork common
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stock in exchange for Dime shares pursuant to the offer and cash instead of
fractional shares of North Fork common stock as soon as practicable after
receipt of such notice. The exchange agent will act as agent for tendering
stockholders for the purpose of receiving North Fork common stock and cash
(including cash to be paid instead of fractional shares of North Fork common
stock) from us and transmitting such stock and cash to you. You will not
receive any interest on any cash that we pay you, even if there is a delay in
making the exchange.
If we do not accept any tendered Dime shares for exchange pursuant to the
terms and conditions of the offer for any reason, or if certificates are
submitted for more Dime shares than are tendered, we will return certificates
for such unexchanged Dime shares without expense to the tendering stockholder
or, in the case of Dime shares tendered by book-entry transfer of such Dime
shares into the exchange agent's account at DTC pursuant to the procedures set
forth below under the discussion entitled "Procedure for Tendering," those Dime
shares will be credited to an account maintained within DTC, as soon as
practicable following expiration or termination of the offer.
Because the number of shares of North Fork common stock you will receive
in the offer is fixed and because the market price of North Fork common stock
may fluctuate prior to the completion of the offer, the value of the shares of
North Fork common stock that holders of Dime common stock will receive in the
offer may increase or decrease prior to and following the offer.
CASH INSTEAD OF FRACTIONAL SHARES OF NORTH FORK COMMON STOCK
We will not issue certificates representing fractional shares of our
common stock pursuant to the offer. Instead, each tendering stockholder who
would otherwise be entitled to a fractional share of our common stock will
receive cash in an amount equal to such fraction (expressed as a decimal and
rounded to the nearest 0.01 of a share) multiplied by the closing price for
shares of our common stock on the NYSE Composite Tape on the date that we
accept those Dime shares for exchange.
WITHDRAWAL RIGHTS
Your tender of Dime shares pursuant to the offer is irrevocable, except
that Dime shares tendered pursuant to the offer may be withdrawn at any time
after May 16, 2000 and prior to the time that your shares have been exchanged
for North Fork stock and cash following completion of our offer. If we elect to
provide a subsequent offering period under Exchange Act Rule 14d-11, you will
not have the right to withdraw Dime shares that you tender in the subsequent
offering period.
For your withdrawal to be effective, the exchange agent must receive from
you a written notice of withdrawal at one of its addresses set forth on the
back cover of this prospectus, or by facsimile at (201) 324-3402 or (201)
324-3403 (you may confirm receipt of your facsimile by phoning (201) 222-4707),
and your notice must include your name, address, social security number, the
certificate number(s) and the number of Dime shares to be withdrawn as well as
the name of the registered holder, if it is different from that of the person
who tendered those Dime shares.
A financial institution must guarantee all signatures on the notice of
withdrawal. Most banks, savings and loan associations and brokerage houses are
able to effect these signature guarantees for you. The financial institution
must be a participant in the Securities Transfer Agents Medallion Program, an
"eligible institution," unless those Dime shares have been tendered for the
account of any eligible institution.
If Dime shares have been tendered pursuant to the procedures for
book-entry tender discussed under the caption entitled "Procedure for
Tendering," any notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawn Dime shares and must otherwise
comply with DTC's procedures. If certificates have been delivered or otherwise
identified to the exchange agent, the name of the registered holder and the
serial numbers of the particular certificates evidencing the Dime shares
withdrawn must also be furnished to the exchange agent, as stated above, prior
to the physical release of such certificates.
We will decide all questions as to the form and validity (including time
of receipt) of any notice of withdrawal in our sole discretion, and our
decision shall be final and binding. Neither we, the exchange
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agent, the Information Agent, any Dealer Manager nor any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or will incur any liability for failure to give any such
notification. Any Dime shares properly withdrawn will be deemed not to have
been validly tendered for purposes of our offer. However, you may retender
withdrawn Dime shares by following one of the procedures discussed under the
captions entitled "Procedure for Tendering" or "Guaranteed Delivery" at any
time prior to the expiration date.
If you withdraw any of your Dime shares, you automatically withdraw the
associated Dime rights. You may not withdraw Dime rights unless you also
withdraw the associated Dime shares.
PROCEDURE FOR TENDERING
For you to validly tender Dime shares pursuant to the offer, (a) a
properly completed and duly executed letter of transmittal, along with any
required signature guarantees, or an agent's message in connection with a
book-entry transfer, and any other required documents, must be received by the
exchange agent at one of its addresses set forth on the back cover of this
prospectus, and certificates for tendered Dime shares must be received by the
exchange agent at such address or those Dime shares must be tendered pursuant
to the procedures for book-entry tender set forth below (and a confirmation of
receipt of such tender received (we refer to this confirmation below as a
"book-entry confirmation")), in each case before the expiration date, or (b)
you must comply with the guaranteed delivery procedures set forth below under
"Guaranteed Delivery."
The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming a part of a book-entry
confirmation, which states that DTC has received an express acknowledgment from
the participant in DTC tendering the Dime shares and, if applicable, Dime
rights, which are the subject of such book-entry confirmation, that such
participant has received and agrees to be bound by the terms of the letter of
transmittal and that we may enforce that agreement against such participant.
You must tender one Dime right for each Dime share tendered to effect a
valid tender of Dime shares, unless the board of directors of Dime has
previously redeemed the Dime rights. Unless the Dime distribution date occurs,
a tender of Dime shares will constitute a tender of the associated Dime rights.
If the Dime distribution date occurs and separate certificates representing the
Dime rights are distributed by Dime or the Rights Agent to holders of Dime
shares prior to the time that you tender Dime shares pursuant to the offer,
certificates representing a number of Dime rights equal to the number of Dime
shares tendered must be delivered to the exchange agent, or, if available, a
book-entry confirmation must be received by the exchange agent with respect
thereto, in order for such Dime shares to be validly tendered.
If the Dime distribution date occurs and separate certificates
representing the Dime rights are not distributed prior to the time that you
tender Dime shares pursuant to the offer, Dime rights may be tendered prior to
a stockholder's receipt of the certificates for Dime rights by use of the
guaranteed delivery procedures described below under "Guaranteed Delivery." If
Dime rights certificates are distributed but are not available to you before
Dime shares are tendered pursuant to the offer, a tender of Dime shares
constitutes an agreement by you to deliver to the exchange agent pursuant to
the guaranteed delivery procedures described below, prior to the expiration of
the period to be specified in the notice of guaranteed delivery and the related
letter of transmittal for delivery of Dime rights certificates or a book-entry
confirmation for Dime rights (we refer to this as the "Dime rights delivery
period"), Dime rights certificates representing a number of Dime rights equal
to the number of Dime shares tendered. We reserve the right to require receipt
of such Dime rights certificates (or a book-entry confirmation with respect to
such Dime rights) prior to accepting Dime shares for exchange.
Nevertheless, we will be entitled to accept for exchange Dime shares that
you tender prior to receipt of the Dime rights certificates required to be
tendered with such Dime shares or a book-entry confirmation with respect to
such Dime rights and either (a) subject to complying with applicable rules and
regulations of the SEC, withhold payment for such Dime shares pending receipt
of the Dime rights certificates or a book-entry confirmation for those Dime
rights or (b) exchange Dime shares accepted for
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exchange pending receipt of the Dime rights certificates or a book-entry
confirmation for such Dime rights in reliance upon the guaranteed delivery
procedures described below under "Guaranteed Delivery." In addition, after
expiration of the Dime rights delivery period, we may instead elect to reject
as invalid a tender of Dime shares with respect to which Dime rights
certificates or a book-entry confirmation for an equal number of Dime rights
have not been received by the exchange agent. Any determination by us to make
payment for Dime shares in reliance upon such guaranteed delivery procedure or,
after expiration of the Dime rights delivery period, to reject a tender as
invalid, shall be made, subject to applicable law, in our sole and absolute
discretion.
The exchange agent has established accounts with respect to the Dime
shares at DTC for purposes of the offer, and any financial institution that is
a participant in DTC may make book-entry delivery of the Dime shares by causing
DTC to transfer such Dime shares into the exchange agent's account in
accordance with DTC's procedure for such transfer. However, although delivery
of Dime shares may be effected through book-entry at DTC, the letter of
transmittal with any required signature guarantees, or an agent's message in
connection with a book-entry transfer, and any other required documents, must,
in any case, be received by the exchange agent at one or more of its addresses
set forth on the back cover of this prospectus prior to the expiration date, or
the guaranteed delivery procedures described below must be followed. We cannot
assure you, however, that book-entry delivery of Dime rights will be available.
If book-entry delivery is not available, you must tender Dime rights by means
of delivery of Dime rights certificates or pursuant to the guaranteed delivery
procedure set forth below under "Guaranteed Delivery."
Signatures on all letters of transmittal must be guaranteed by an eligible
institution, except in cases in which Dime shares are tendered either by a
registered holder of Dime shares who has not completed the box entitled
"Special Issuance Instructions" on the letter of transmittal or for the account
of an eligible institution.
If the certificates for Dime shares or Dime rights (if any) are registered
in the name of a person other than the person who signs the letter of
transmittal, or if certificates for unexchanged Dime shares or Dime rights (if
any) are to be issued to a person other than the registered holder(s), the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered owner or
owners appear on the certificates, with the signature(s) on the certificates or
stock powers guaranteed in the manner we have described above.
THE METHOD OF DELIVERY OF DIME SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT YOUR OPTION AND RISK, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ENSURE TIMELY DELIVERY.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO CASH
RECEIVED PURSUANT TO OUR OFFER, YOU MUST PROVIDE THE EXCHANGE AGENT WITH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY WHETHER YOU ARE SUBJECT TO
BACKUP WITHHOLDING OF FEDERAL INCOME TAX BY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. SOME STOCKHOLDERS (INCLUDING, AMONG
OTHERS, ALL CORPORATIONS AND SOME FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO THESE
BACKUP WITHHOLDING AND REPORTING REQUIREMENTS. IN ORDER FOR A FOREIGN
INDIVIDUAL TO QUALIFY AS AN EXEMPT RECIPIENT, THE STOCKHOLDER MUST SUBMIT A
FORM W-8, SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO THAT INDIVIDUAL'S
EXEMPT STATUS.
GUARANTEED DELIVERY
If you wish to tender Dime shares pursuant to our offer and your
certificates are not immediately available or you cannot deliver the
certificates and all other required documents to the exchange agent prior to
the expiration date or cannot complete the procedure for book-entry transfer on
a timely basis, your Dime shares may nevertheless be tendered, so long as all
of the following conditions are satisfied:
(a) you make your tender by or through an "eligible institution"
(see "--Withdrawal Rights" above);
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(b) a properly completed and duly executed notice of guaranteed
delivery, substantially in the form made available by us, is
received by the exchange agent as provided below on or prior to
the expiration date; and
(c) the certificates for all tendered Dime shares (or a confirmation
of a book-entry transfer of such securities into the exchange
agent's account at DTC as described above), in proper form for
transfer, together with a properly completed and duly executed
letter of transmittal with any required signature guarantees (or,
in the case of a book-entry transfer, an agent's message) and all
other documents required by the letter of transmittal are
received by the exchange agent within three NYSE trading days
after the date of execution of such notice of guaranteed
delivery.
You may deliver the notice of guaranteed delivery by hand or transmit it
by facsimile transmission or mail to the exchange agent and you must include a
guarantee by an eligible institution in the form set forth in that notice.
In all cases, we will exchange Dime shares tendered and accepted for
exchange pursuant to our offer only after timely receipt by the exchange agent
of certificates for Dime shares (or timely confirmation of a book-entry
transfer of such securities into the exchange agent's account at DTC as
described above), properly completed and duly executed letter(s) of
transmittal, or an agent's message in connection with a book-entry transfer,
and any other required documents.
By executing a letter of transmittal as set forth above, you irrevocably
appoint our designees as your attorneys-in-fact and proxies, each with full
power of substitution, to the full extent of your rights with respect to your
Dime shares tendered and accepted for exchange by us and with respect to any
and all other Dime shares and other securities issued or issuable in respect of
the Dime shares on or after April 14, 2000. That appointment is effective, and
voting rights will be affected, when and only to the extent that we deposit the
shares of our common stock and the cash consideration for Dime shares that you
have tendered with the exchange agent. All such proxies shall be considered
coupled with an interest in the tendered Dime shares and therefore shall not be
revocable. Upon the effectiveness of such appointment, all prior proxies that
you have given will be revoked, and you may not give any subsequent proxies
(and, if given, they will not be deemed effective). Our designees will, with
respect to the Dime shares for which the appointment is effective, be
empowered, among other things, to exercise all of your voting and other rights
as they, in their sole discretion, deem proper at any annual, special or
adjourned meeting of Dime's stockholders or otherwise. We reserve the right to
require that, in order for Dime shares to be deemed validly tendered,
immediately upon our exchange of those Dime shares, we must be able to exercise
full voting rights with respect to such Dime shares.
We will determine questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of Dime
shares, in our sole discretion, and our determination shall be final and
binding. We reserve the absolute right to reject any and all tenders of Dime
shares that we determine are not in proper form or the acceptance of or
exchange for which may, in the opinion of our counsel, be unlawful. We also
reserve the absolute right to waive any of the conditions of our offer (other
than the North Fork stockholder approval condition, the regulatory approvals
condition and the conditions relating to the absence of an injunction and the
effectiveness of the registration statement for North Fork shares to be issued
in our offer), or any defect or irregularity in the tender of any Dime shares.
No tender of Dime shares will be deemed to have been validly made until all
defects and irregularities in tenders of Dime shares have been cured or waived.
Neither we, the exchange agent, the Information Agent, any Dealer Manager nor
any other person will be under any duty to give notification of any defects or
irregularities in the tender of any Dime shares or will incur any liability for
failure to give any such notification. Our interpretation of the terms and
conditions of our offer (including the letter of transmittal and instructions
thereto) will be final and binding.
The tender of Dime shares and Dime rights (if any) pursuant to any of the
procedures described above will constitute a binding agreement between us and
you upon the terms and subject to the conditions of the offer.
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material United States federal
income tax consequences to Dime stockholders that exchange Dime common stock
for North Fork common stock and cash pursuant to the offer and the merger. This
discussion is based on provisions of the Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as in effect as of the date hereof and
all of which are subject to change, possibly with retroactive effect. This
discussion does not address all aspects of United States federal income
taxation that may be applicable to Dime stockholders in light of their
particular circumstances or to Dime stockholders subject to special treatment
under United States federal income tax law including, without limitation:
o partnerships,
o foreign persons,
o certain financial institutions,
o insurance companies,
o tax-exempt entities,
o dealers in securities,
o traders in securities that elect to apply a mark-to-market method of
accounting,
o certain U.S. expatriates,
o persons that hold Dime common stock as part of a straddle, hedge,
conversion transaction or other integrated investment,
o Dime stockholders whose functional currency is not the United States
dollar, and
o Dime stockholders who acquired Dime common stock through the exercise of
employee stock options or otherwise as compensation.
This discussion is limited to Dime stockholders that hold their Dime common
stock as capital assets and does not consider the tax treatment of Dime
stockholders that hold Dime common stock through a partnership or other
pass-through entity. Furthermore, this summary does not discuss any aspect of
state, local or foreign taxation.
Treatment as a reorganization. In the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, the material United States federal income tax consequences
to a Dime stockholder of the exchange of Dime common stock for North Fork
common stock and cash pursuant to the offer and the merger are as discussed
below. This opinion is based on certain assumptions relating to the
qualification of the offer and the merger as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, including, among
others, that:
(i) the value of the North Fork common stock issued to Dime
stockholders pursuant to the offer and the merger as a percentage
of the total consideration furnished to Dime stockholders in the
offer and the merger will satisfy the continuity of shareholder
interest requirement for corporate reorganizations, which, for
Internal Revenue Service purposes, will in all cases be satisfied
if the percentage is 50 or more, taking into account any
acquisitions, in connection with the offer and the merger, by
North Fork or any party related to North Fork, of shares of North
Fork common stock issued to Dime stockholders,
(ii) North Fork will continue Dime's historic business or will use a
significant portion of Dime's historic business assets in a
business,
(iii) North Fork will acquire substantially all of Dime's assets
pursuant to the offer and the merger, and
(iv) the offer and the merger will be consummated in accordance with
the terms of this prospectus.
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This opinion will not be binding on the IRS or the courts, and we will not seek
a ruling from the IRS with regard to the transactions. Accordingly, there can
be no certainty that the IRS will not challenge the conclusions reflected in
the opinion or that a court would not sustain such a challenge.
In the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, which is based
on and subject to the discussion contained in the previous paragraph, the
material United States federal income tax consequences to a Dime stockholder of
the exchange of Dime common stock for North Fork common stock and cash pursuant
to the offer and the merger are as follows. Although there is no authority
directly on point, the exchange of Dime common stock for North Fork common
stock and cash pursuant to the offer and the merger will be treated as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. Accordingly:
o A Dime stockholder that receives North Fork common stock and cash in
exchange for such stockholder's Dime common stock pursuant to the offer
and the merger will realize gain equal to the excess, if any, of the
fair market value of the North Fork common stock and the amount of cash
received over such stockholder's adjusted tax basis in the Dime common
stock exchanged therefor, but will recognize gain only to the extent of
cash received (excluding cash received in lieu of fractional shares,
which will be taxed as described below).
o Such recognized gain will constitute capital gain, unless, as
discussed below, the receipt of the cash has the effect of a
distribution of a dividend for United States federal income tax
purposes, in which case such recognized gain will be treated as
ordinary dividend income to the extent of such stockholder's ratable
share of North Fork's accumulated earnings and profits.
o Any capital gain recognized will constitute long-term capital gain if
the Dime stockholder's holding period for the Dime common stock
exchanged is greater than one year as of the date of the exchange.
o A Dime stockholder that receives North Fork common stock and cash
pursuant to the offer and the merger will recognize no loss on the
exchange (except, possibly, in connection with cash received in lieu of
fractional shares, as discussed below).
o The aggregate tax basis of the shares of North Fork common stock
received by a Dime stockholder, including for this purpose any
fractional share of North Fork common stock for which cash is received,
in exchange for Dime common stock pursuant to the offer and the merger
will be the same as the aggregate tax basis of the Dime common stock
surrendered in exchange therefor, decreased by the amount of cash
received (excluding any cash received in lieu of fractional shares) and
increased by the amount of gain recognized.
o The holding period of such shares of North Fork common stock will
include the holding period of the Dime common stock surrendered in
exchange therefor.
Possible treatment of cash as a dividend. In general, the determination of
whether the gain recognized by a Dime stockholder will be treated as capital
gain or a dividend distribution will depend upon whether and to what extent the
exchange reduces the Dime stockholder's deemed percentage stock ownership
interest in North Fork. For purposes of this determination, a Dime stockholder
will be treated as if such stockholder first exchanged all of such
stockholder's Dime common stock solely for North Fork common stock and then
North Fork immediately redeemed a portion of such North Fork common stock in
exchange for the cash that the stockholder actually received. The gain
recognized in the exchange followed by a deemed redemption will be treated as
capital gain if, with respect to the Dime stockholder, the deemed redemption is
(i) "substantially disproportionate" or (ii) "not essentially equivalent to a
dividend."
In general, the deemed redemption will be "substantially disproportionate"
with respect to a Dime stockholder if the percentage described in (ii) below is
less than 80% of the percentage described in (i) below. Whether the deemed
redemption is "not essentially equivalent to a dividend" with respect to a Dime
stockholder will depend on the stockholder's particular circumstances. In order
for the deemed redemption to be "not essentially equivalent to a dividend," the
deemed redemption must result in a "meaningful reduction" in such Dime
stockholder's deemed percentage stock ownership of North Fork
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common stock. In general, that determination requires a comparison of (i) the
percentage of the outstanding voting stock of North Fork that such Dime
stockholder is deemed actually and constructively to have owned immediately
before the deemed redemption by North Fork and (ii) the percentage of the
outstanding voting stock of North Fork actually and constructively owned by
such stockholder immediately after the deemed redemption by North Fork. In
applying the foregoing tests, a stockholder may be deemed to own stock that is
owned by other persons in addition to stock actually owned.
Because the constructive ownership rules are complex, each stockholder
should consult its own tax advisor as to the applicability of these rules. The
Internal Revenue Service has ruled that a minority stockholder in a publicly
traded corporation whose relative stock interest is minimal and that exercises
no control with respect to corporate affairs is considered to have a
"meaningful reduction" if such stockholder has any reduction in such
stockholder's percentage stock ownership.
Cash received in lieu of fractional shares. Cash received in lieu of a
fractional share of North Fork common stock will be treated as received in
redemption of such fractional share interest, and a Dime stockholder will
recognize gain or loss measured by the difference between the amount of cash
received and the portion of the basis of the North Fork common shares allocable
to such fractional interest. Such gain or loss generally will constitute
capital gain or loss and will be long-term capital gain or loss if the Dime
stockholder's holding period in the Dime common stock exchanged was greater
than one year as of the date of the exchange.
Dime rights. Because there is no specific binding authority that deals
with securities such as the Dime rights, Skadden, Arps, Slate, Meagher & Flom
LLP expresses no view with respect to the United States federal income tax
treatment of the Dime rights becoming separately transferable apart from the
Dime shares, the redemption of the Dime rights or the acquisition by North Fork
of the Dime rights. Dime stockholders should consult their tax advisors as to
the United States federal income tax consequences of transactions with respect
to the Dime rights.
THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY AND DOES NOT
PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL FEDERAL INCOME
TAX CONSEQUENCES OF THE OFFER AND THE MERGER. DIME STOCKHOLDERS ARE URGED TO
CONSULT THEIR TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO THEM.
EFFECT OF OFFER ON MARKET FOR DIME SHARES; REGISTRATION UNDER THE EXCHANGE ACT
Reduced Liquidity; Possible Delisting
The tender of Dime shares pursuant to the offer will reduce the number of
holders of Dime shares and the number of Dime shares that might otherwise trade
publicly and could adversely affect the liquidity and market value of the
remaining Dime shares held by the public. Dime shares are listed and
principally traded on the NYSE. Depending on the number of Dime shares acquired
pursuant to the offer, following consummation of the offer, Dime shares may no
longer meet the requirements of the NYSE for continued listing. For example,
published guidelines of the NYSE indicate that the NYSE would consider
delisting the outstanding Dime shares if, among other things:
(i) the number of publicly held Dime shares (exclusive of holdings
of officers, directors and members of their immediate families
and other concentrated holdings of 10 percent or more) should
fall below 600,000,
(ii) the number of record holders of 100 or more Dime shares should
fall below 1,200, or
(iii) the aggregate market value of publicly held shares should fall
below $5 million.
According to Dime, there were, as of February 4, 2000, approximately
110,899,492 Dime common shares outstanding, held by 19,335 holders of record.
If the NYSE were to delist the Dime shares, including after the exchange
of shares in the offer but prior to the merger, the market for them could be
adversely affected. It is possible that Dime shares would be traded on other
securities exchanges or in the over-the-counter market, and that price
quotations would be reported by such exchanges, or through The Nasdaq Stock
Market or by other sources. The
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extent of the public market for the Dime shares and the availability of such
quotations would, however, depend upon the number of holders and/or the
aggregate market value of the Dime shares remaining at such time, the interest
in maintaining a market in the Dime shares on the part of securities firms, the
possible termination of registration of Dime shares under the Exchange Act, as
described below, and other factors.
Status as "Margin Securities"
The Dime shares are presently "margin securities" under the regulations of
the Federal Reserve Board, which has the effect, among other things, of
allowing brokers to extend credit on the collateral of Dime shares. Depending
on the factors similar to those described above with respect to listing and
market quotations, following consummation of the offer, the Dime shares may no
longer constitute "margin securities" for the purposes of the Federal Reserve
Board's margin regulations, in which event the Dime shares would be ineligible
as collateral for margin loans made by brokers.
Registration Under the Exchange Act
Dime shares are currently registered under the Exchange Act. Dime can
terminate that registration upon application to the SEC if the outstanding
shares are not listed on a national securities exchange and if there are fewer
than 300 holders of record of Dime shares. Termination of registration of the
Dime shares under the Exchange Act would reduce the information that Dime must
furnish to its stockholders and to the SEC and would make certain provisions of
the Exchange Act, such as the short-swing profit recovery provisions of Section
16(b) and the requirement of furnishing a proxy statement in connection with
stockholders meetings pursuant to Section 14(a) and the related requirement of
furnishing an annual report to stockholders, no longer applicable with respect
to Dime shares. Furthermore, the ability of "affiliates" of Dime and persons
holding "restricted securities" of Dime to dispose of such securities pursuant
to Rule 144 under the Securities Act may be impaired or eliminated. If
registration of the shares under the Exchange Act were terminated, they would
no longer be eligible for NYSE listing or for continued inclusion on the
Federal Reserve Board's list of "margin securities."
PURPOSE OF OUR OFFER; THE NORTH FORK-DIME MERGER; APPRAISAL RIGHTS
We believe that our proposed acquisition of Dime represents a compelling
opportunity to enhance value for both Dime and North Fork stockholders and to
create a combined commercial banking franchise with a more prominent market
position in the greater New York City metropolitan area. See "Reasons For the
North Fork Offer." We are making the offer in order to acquire control of, and
ultimately the entire common equity interest in, Dime. The offer is the first
step in our acquisition of Dime, and is intended to facilitate the acquisition
of all Dime shares. You will not have appraisal rights as a result of the
consummation of our offer.
We intend, as soon as practicable after completion of the offer, to seek
to merge Dime with and into North Fork or a wholly owned subsidiary. The
purpose of the North Fork-Dime merger is to acquire all Dime shares not
tendered and exchanged pursuant to the offer. In the North Fork-Dime merger,
each then outstanding Dime share (except for Dime shares held in Dime's
treasury and Dime shares that we own for our own account) would be converted
into the right to receive 0.9302 shares of North Fork common stock and $2.00
net in cash. Assuming the minimum tender condition is satisfied and we complete
the offer, we would have sufficient voting power to effect the North Fork-Dime
merger under Section 251 of the DGCL without the vote of any other stockholder
of Dime.
Although stockholders do not have appraisal rights as a result of the
offer, Dime stockholders at the time of the North Fork-Dime merger who do not
vote in favor of the North Fork-Dime merger will have the right under the DGCL
to dissent and demand appraisal of their Dime shares in accordance with Section
262 of the DGCL. Under Section 262, dissenting stockholders who comply with the
applicable statutory procedures will be entitled to receive a judicial
determination of the fair value of their Dime shares (exclusive of any element
of value arising from the accomplishment or expectation of the North Fork-Dime
merger) and to receive payment of such fair value in cash, together with a fair
rate of interest, if any.
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In Cede & Co. and Cinerama, Inc. v. Technicolor, Inc., the Supreme Court
of the State of Delaware construed Section 262 of the DGCL and held that the
"accomplishment or expectation" exclusion from the calculation of fair value
set forth in the preceding sentence is narrow and is designed to eliminate use
of pro forma data and projections of a speculative variety relating to the
completion of a merger. The court held that it is appropriate to include in the
calculation of fair value any known elements of value, including those elements
of value which exist on the date of the merger because of a majority acquiror's
interim action in a two-step cash-out transaction. We cannot assure you as to
the methodology a court would use to determine fair value or how a court would
select which of the elements of value are to be included in such a
determination. Any such judicial determination of the fair value of Dime shares
could be based upon factors other than, or in addition to, the price per Dime
share to be paid in the North Fork-Dime merger or the market value of the Dime
shares. The value so determined could be more or less than the value of the
consideration per Dime share to be paid in the North Fork-Dime merger.
Rule 13e-3 of the General Rules and Regulations under the Exchange Act,
which we do not believe would apply to the North Fork-Dime merger if the North
Fork-Dime merger occurred within one year of consummation of our offer, would
require, among other things, that some financial information concerning Dime,
and some information relating to the fairness of the proposed transaction and
the consideration offered to stockholders of Dime therein, be filed with the
SEC and disclosed to you prior to consummation of the North Fork-Dime merger.
Upon completion of our offer, we intend to take appropriate actions to
optimize and rationalize the combined entities' assets, operations, management,
personnel, general and administrative functions and corporate structure. While
we have had discussions with several third parties with respect to ascertaining
the interest of such third parties in acquiring all or part of Dime's mortgage
company subsidiary, North American Mortgage Company, following any acquisition
of Dime by North Fork, we have made no determination with respect to any such
transaction and do not have any plans or proposals that relate to or would
result in any sale of all or part of, or a joint venture involving, North
American Mortgage Company. In addition, we have agreed upon completion of the
offer to cause Dime to sell certain branches to FleetBoston. See "--Source and
Amount of Funds."
Except as we have otherwise discussed elsewhere in this prospectus, we do
not have any plans or proposals that would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, or sale of a
material amount of assets, involving Dime or any of its subsidiaries, or any
material changes in Dime's corporate structure or business, or any change in
its management. Dime has not given us any access to its books and records,
however, so we might decide upon such changes once we complete such a review.
Upon consummation of our offer, we may also elect or seek the election of
nominees of our choice to Dime's board of directors.
We understand that FleetBoston entered into the stock purchase agreement
with us because it believes that owning the North Fork preferred stock and
North Fork common stock purchase rights following the proposed North Fork-Dime
merger is a good investment for FleetBoston. In addition, we understand that
FleetBoston is interested in acquiring the 17 Dime branches that we have agreed
to cause Dime to sell to FleetBoston if we acquire Dime, because FleetBoston
has announced that it is seeking to increase its branch presence in the New
York metropolitan area. FleetBoston will also receive a fee of $5 million (or
$2.5 million if we previously have paid FleetBoston the initial $2.5 million
termination fee pursuant to the stock purchase agreement) if we acquire a
majority interest in Dime on or before the later of the termination of the
stock purchase agreement and March 31, 2001. See "--Source and Amount of
Funds."
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CONDITIONS OF OUR OFFER
Our offer is subject to a number of conditions, which are described below:
MINIMUM TENDER CONDITION
There must be validly tendered and not withdrawn, prior to the expiration
of the offer, a number of Dime shares which, together with the shares of Dime
common stock that we beneficially own for our own account, will constitute at
least a majority of the total number of outstanding Dime shares on a fully
diluted basis (as though all options or other securities convertible into or
exercisable or exchangeable for Dime shares had been so converted, exercised or
exchanged) as of the date that we accept the Dime shares for exchange pursuant
to our offer.
NORTH FORK STOCKHOLDER APPROVAL CONDITION
Pursuant to the rules of the NYSE (on which our common stock is listed),
the issuance of our common stock pursuant to the offer and the North Fork-Dime
merger must be approved by the holders of a majority of the shares of North
Fork common stock voted at a meeting of such holders at which the total number
of votes cast represents over 50% of all shares of our common stock outstanding
on the applicable record date, because the number of shares of our common stock
to be issued in the offer will be equal to or in excess of 20% of the shares
outstanding prior to such issuance. As soon as practicable after the effective
date of the registration statement of which this prospectus forms a part, we
intend to file proxy materials with the SEC for the purpose of seeking to
obtain this approval.
REGULATORY APPROVAL CONDITION
This condition would be satisfied if all regulatory approvals required to
consummate the offer and the merger have been obtained and remain in full force
and effect without the imposition of any condition or restriction that would be
materially adverse to North Fork and Dime on a combined basis, and all
statutory waiting periods in respect thereof have expired. The only required
regulatory approval is from the Federal Reserve Board. We have filed this
application but have not yet received final regulatory approval. Our offer and
the related merger cannot proceed in the absence of this regulatory approval.
There can be no assurance that this regulatory approval will be obtained, and
if obtained, there can be no assurance as to the date of any such approval or
the absence of any litigation challenging such approval. There can likewise be
no assurance that the United States Department of Justice or any state attorney
general will not attempt to challenge our offer or the related merger on
antitrust grounds, and if such a challenge is made, there can be no assurance
as to its result.
We are not aware of any material governmental approvals or actions that
are required for completion of our offer or the related merger other than as
described below. It is presently contemplated that if any such additional
governmental approvals or actions are required, such approvals or actions will
be sought. There can be no assurance, however, that any such additional
approvals or actions will be obtained.
Federal Reserve Board. Completion of our offer and the related merger are
subject to approval by the Federal Reserve Board under the Bank Holding Company
Act of 1956. The Federal Reserve Board is prohibited under applicable statutes
from approving any transaction that would result in a monopoly, or that would
be in furtherance of any combination or conspiracy to monopolize or to attempt
to monopolize the business of banking in any part of the United States, or that
may have the effect in any section of the United States of substantially
reducing competition, or tending to create a monopoly, or result in a restraint
of trade, unless the Federal Reserve Board finds that the anti-competitive
effects of the transaction are clearly outweighed in the public interest by the
probable effect of the transaction in meeting the convenience and needs of the
communities to be served.
In addition, the Federal Reserve Board will consider whether our offer and
the related merger can reasonably be expected to produce benefits to the public
(such as greater convenience, increased competition and gains in efficiency)
that outweigh possible adverse effects. This includes consideration of the
financial and managerial resources of the companies and their subsidiary
depository institutions. It will also consider the convenience and needs of the
communities to be served by the resulting company and
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its subsidiary depository institutions. As part of its consideration of these
factors, we expect that the Federal Reserve Board will consider our respective
regulatory status and the overall capital and safety and soundness standards
established by and under the Federal Deposit Insurance Corporation Improvement
Act of 1991.
Under the Community Reinvestment Act of 1977, the Federal Reserve Board
will take into account the performance record of North Fork and Dime, and their
respective depository institution subsidiaries, in meeting the credit needs of
the entire community, including low- and moderate-income neighborhoods, served
by each company. Both North Fork Bank and Dime Savings Bank have sponsored a
variety of programs and services designed to meet the credit needs of the
low-to-moderate income persons and communities they serve. North Fork Bank has
received a satisfactory Community Reinvestment Act rating from its federal
regulator at its most recent examination, and Dime Savings Bank has received an
outstanding Community Reinvestment Act rating from its federal regulator in its
last four examinations. Our primary federal bank regulator has recently advised
us that the bank examiners with responsibility for North Fork Bank are
recommending that North Fork Bank's Community Reinvestment Act rating be raised
to "outstanding."
Federal Reserve Board regulations require publication of notice of, and
the opportunity for public comment on, the application submitted by us for
approval of our offer and the related merger and authorize the Federal Reserve
Board to hold a public hearing or meeting in connection therewith if the
Federal Reserve Board determines that it would be appropriate. Any hearing,
meeting or comments from third parties could prolong the review of the
application.
If the Justice Department were to commence an antitrust action, it would
stay the effectiveness of Federal Reserve Board approval of our offer and the
related merger unless a court specifically orders otherwise. In reviewing our
offer and the related merger, the Justice Department could analyze the effect
on competition differently from the Federal Reserve Board. Failure of the
Justice Department to object to the exchange of shares and merger may not
prevent private persons or state attorneys general from filing antitrust
actions.
We filed our application with the Federal Reserve Board on March 15, 2000.
Although there can be no assurance whether or when we will obtain approval from
the Federal Reserve Board, we are not aware of any reason why such approval
will not be obtained in the ordinary course and within usual and customary time
frames. We expect to obtain the Federal Reserve Board approval in the second
quarter of 2000.
As described under "The Offer--Litigation," Dime has alleged in a
complaint filed in federal court in New York on March 21, 2000, and in various
public documents filed by Dime with the SEC since March 6, 2000, that
FleetBoston's proposed investment in North Fork will create "significant
competition issues," and our performance record under the Community
Reinvestment Act and in meeting the credit needs of the community, including in
low and moderate income neighborhoods, will delay our receipt of the Federal
Reserve Board approval necessary for completion of the offer and the proposed
North Fork-Dime merger.
We believe Dime's assertion that FleetBoston's proposed investment in
North Fork will create "significant competition issues" is without merit. See
"The Offer--Litigation." Further, we believe that Dime's assertions concerning
our community lending record and our performance record under the Community
Reinvestment Act are without merit. In fact, we have recently been advised by
the New York State Banking Department, one of the two banking agencies with
primary jurisdiction over North Fork Bank, our principal bank subsidiary, that
the Community Reinvestment Act rating of North Fork Bank is being raised from
"satisfactory" to "outstanding." Moreover, the Federal Deposit Insurance
Corporation, North Fork Bank's other primary bank regulator, has advised us
that the FDIC bank examiners with responsibility for North Fork Bank are
recommending that North Fork Bank's Community Reinvestment Act rating be
similarly raised to "outstanding." Accordingly, we do not believe that our
performance record under the Community Reinvestment Act or our community
lending record will delay completion of the offer.
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On March 24, 2000, Dime filed with the Federal Reserve Board a letter
objecting to our solicitation of proxies from Dime's stockholders against the
proposed Dime-Hudson merger. In its letter, Dime took the position that we were
required under the Bank Holding Company Act of 1956, as amended, to apply for
and obtain the prior approval of the Federal Reserve Board before commencing
the proxy solicitation. We believe that Dime's allegations are without merit
and that no approval need be obtained in order to conduct our proxy
solicitation.
Dime also has submitted numerous comments on our application to the
Federal Reserve Board, alleging, among other things, application deficiencies,
existence of a control relationship and competitive issues related to
FleetBoston's investment in North Fork, violations of the banking laws, and
failure to meet the Federal Reserve Board's standards for approval. In its
comments Dime has urged the Federal Reserve to cause us to withdraw and refile
our application. The Federal Reserve has taken no such action. We believe that
these allegations by Dime are without merit and are designed to delay the
Federal Reserve Board's processing of our application.
For a description of the Federal Reserve Board approval required in
connection with FleetBoston's proposed investment in North Fork and the status
of FleetBoston's application with respect to that approval, see "--Source and
Amount of Funds."
Other Regulatory Authorities. Notice will also be given to the Office of
Thrift Supervision as the primary federal regulator for Dime Savings Bank.
RIGHTS PLAN CONDITION
We must be satisfied, in our reasonable judgment, that the Dime
stockholder protection rights agreement does not apply to our offer and the
proposed North Fork-Dime merger. This condition would be satisfied if the board
of directors of Dime redeems the Dime rights or amends the Dime rights
agreement so that the Dime rights would not be triggered by the offer and the
North Fork-Dime merger, or a court of competent jurisdiction invalidates the
Dime rights agreement.
DGCL 203 CONDITION
We must be satisfied, in our reasonable judgment, that the provisions of
Section 203 of the DGCL do not apply to our offer and the proposed North
Fork-Dime merger. This condition would be satisfied if either: (a) the board of
directors of Dime approves the offer for purposes of Section 203 of the DGCL or
(b) we acquire 85% or more of the voting stock of Dime pursuant to the offer.
Section 203 of the DGCL, in general, prohibits a Delaware corporation such
as Dime from engaging in a "business combination" (as defined in Section 203)
with an "interested stockholder" (generally defined in Section 203 to include
any beneficial owner of 15% or more of a coporation's voting stock) for a
period of three years following the date that such person became an interested
stockholder unless:
o prior to the date that such person became an interested stockholder,
the board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder,
o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding stock held by directors who
are also officers of the corporation and employee stock plans that do
not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer, or
o on or subsequent to the date such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of
stockholders, and not by written consent, by the affirmative vote of
the holders of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder.
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Section 203(b)(6) of the DGCL provides, among other things, that the
foregoing prohibition on business combinations involving interested
stockholders will not apply to a business combination with an interested
stockholder where the business combination is proposed prior to the
consummation or abandonment of and subsequent to the public announcement of a
proposed transaction which:
o constitutes a merger or consolidation of the corporation,
o is with or by a person who either was not an interested stockholder
during the previous three years or who became an interested stockholder
with the approval of the corporation's board of directors or during the
period described in Section 203(b)(7) of the DGCL, and
o is approved or not opposed by a majority of the board of directors
then in office who were directors prior to any person becoming an
interested stockholder during the previous three years.
The full text of Section 203 of the DGCL has been annexed as Schedule C to this
prospectus and is incorporated herein by reference.
NORTH FORK-DIME MERGER AGREEMENT CONDITION
This condition would be satisfied if Dime enters into a definitive merger
agreement with North Fork to provide for our acquisition of Dime.
CERTAIN OTHER CONDITIONS OF THE OFFER
Notwithstanding any other provision of our offer, we shall not be required
to accept for exchange or exchange any Dime shares, may postpone the acceptance
for exchange of or exchange for tendered Dime shares, and may, in our sole
discretion, terminate or amend the offer as to any Dime shares not then
exchanged if:
(1) at the expiration date, any of the minimum tender condition, the
rights plan condition, the DGCL 203 condition, the North Fork-Dime
merger agreement condition, the North Fork stockholder approval
condition, the regulatory approval condition or any of the other
conditions to our offer set forth in clauses (a)-(g) below has not
been satisfied or, in the case of any such condition other than the
North Fork stockholder approval condition, the regulatory approvals
condition or the other conditions to our offer set forth in clauses
(c) or (d) below, waived, or
(2) on or after the date of this prospectus and at or prior to the time
of exchange of any such Dime shares (whether or not any Dime shares
have theretofore been accepted for exchange or exchanged pursuant to
the offer), and subject to the applicable rules and regulations of the
SEC (including Rule 14e-1(c) under the Exchange Act relating to our
obligation to exchange or return tendered Dime shares promptly after
the termination or withdrawal of the offer) the regulatory approvals
condition is not satisfied.
The other conditions to our offer are as follows:
(a) The shares of our common stock to be issued to Dime stockholders
in the offer and the North Fork-Dime merger have been authorized
for listing on the NYSE, subject to official notice of issuance;
(b) All conditions to the obligations of North Fork and FleetBoston to
complete FleetBoston's purchase of the North Fork preferred and
the North Fork rights in accordance with the North
Fork-FleetBoston stock purchase agreement (other than the
acceptance by us of Dime shares tendered in the offer) shall have
been satisfied or, where permissible, waived. See "--Source and
Amount of Funds;"
(c) The registration statement shall have become effective under the
Securities Act, and no stop order suspending the effectiveness of
the registration statement shall have been issued nor shall there
have been proceedings for that purpose initiated or threatened by
the SEC and we shall have received all necessary state securities
law or "blue sky" authorizations;
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(d) No temporary restraining order, preliminary or permanent
injunction or other order or decree issued by any court or agency
of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the offer or any of the other
transactions contemplated by this prospectus shall be in effect;
no statute, rule, regulation, order, injunction or decree shall
have been enacted, entered, promulgated or enforced by any court,
administrative agency or commission or other governmental
authority or instrumentality which prohibits, restricts or makes
illegal the consummation of our offer;
(e) There shall not be pending any suit, action or proceeding by any
governmental entity (i) challenging the offer, seeking to restrain
or prohibit the consummation of the offer or seeking to obtain
from Dime or us any damages that are material in relation to Dime
and its subsidiaries taken as a whole or North Fork and its
subsidiaries taken as a whole, (ii) seeking to prohibit or limit
the ownership or operation by Dime or us or any of our
subsidiaries of any material portion of the business or assets of
Dime or us or any of our subsidiaries or to compel Dime or us or
any of our subsidiaries to dispose of or hold separate any
material portion of the business or assets of Dime or us or any of
our subsidiaries as a result of the offer, (iii) seeking to
prohibit us from effectively controlling in any material respect
the business or operations of Dime or (iv) which otherwise is
reasonably likely to have a material adverse effect on us or Dime;
(f) Dime shall not have entered into or effectuated any other
agreement or transaction with any person or entity having the
effect of impairing North Fork's ability to acquire Dime or
otherwise diminishing the expected economic value to North Fork of
the acquisition of Dime; and
(g) The representations and warranties of Dime in the Dime-Hudson
merger agreement shall be true and correct as of the expiration
date as though made on and as of the expiration date (except that
representations and warranties that by their terms speak as of a
specific date shall be true and correct as of such date).
The foregoing conditions are solely for our benefit and we may assert them
regardless of the circumstances giving rise to any such conditions (including
any action or inaction by us). We may waive any of these conditions in whole or
in part (other than the North Fork stockholder approval condition, the
regulatory approvals condition and the conditions set forth in clauses (c) and
(d) above). The determination as to whether any condition has been satisfied
shall be in our reasonable judgment and will be final and binding on all
parties. The failure by us at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right shall be
deemed a continuing right which may be asserted at any time and from time to
time. Notwithstanding the fact that we reserve the right to assert the failure
of the regulatory approvals condition following our acceptance for exchange but
prior to our exchange of properly tendered Dime shares in order to delay
exchange or cancel our obligation to exchange properly tendered Dime shares, we
will either promptly exchange such Dime shares or promptly return such Dime
shares.
SOURCE AND AMOUNT OF FUNDS
On March 5, 2000, we entered into a stock purchase agreement (restated on
March 14, 2000) with FleetBoston pursuant to which FleetBoston agreed to
purchase, for an aggregate purchase price of $250 million, (i) 250,000 shares
of our 7.5% Series B Non-Cumulative Convertible Preferred Stock, par value
$1.00 per share and with a liquidation preference of $1,000.00 per share (the
"North Fork preferred"), and (ii) common stock purchase rights to acquire
7,500,000 shares of our common stock (the "North Fork rights").
The North Fork preferred will be convertible, in whole or in part, at any
time and from time to time, into shares of North Fork common stock at a
conversion price of $18.69 per share of North Fork common stock, subject to
certain antidilution adjustments. The North Fork rights will be exercisable, in
whole or in part, at any time and from time to time, for shares of North Fork
common stock for a period of ten years after their issuance at a price of
$17.88 per share, subject to certain antidilution adjustments. If we complete
the offer and the merger, and issue the North Fork preferred and the North Fork
rights to
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FleetBoston, FleetBoston would beneficially own approximately 20,876,137 shares
of North Fork common stock (assuming conversion of the North Fork preferred and
exercise of the North Fork rights), or approximately 7% of the outstanding
North Fork common stock after completion of the merger.
Completion of FleetBoston's purchase of the North Fork preferred and the
North Fork rights is subject to certain conditions, including:
(1) satisfaction of the conditions in the offer as described in the stock
purchase agreement (without substantial change in the terms and
conditions of the offer as described therein);
(2) acceptance for exchange of shares of Dime common stock tendered in
the offer; and
(3) receipt and effectiveness of all regulatory approvals required to
complete the purchase and the expiration of all related statutory
waiting periods (without the imposition of any condition or
restriction that would be materially adverse to FleetBoston).
Consummation of the purchase of the North Fork preferred and the North
Fork rights by FleetBoston pursuant to the stock purchase agreement is subject
to approval by the Federal Reserve Board under the Bank Holding Company Act of
1956. The transaction may not be consummated until 30 days after the Federal
Reserve Board approval, during which time the Justice Department may challenge
the transaction on antitrust grounds. The Federal Reserve Board and the Justice
Department may reduce the waiting period to no less than 15 days. There can be
no assurance that these regulatory approvals will be obtained, and if obtained,
there can be no assurance as to the date of any such approvals or the absence
of any litigation challenging such approvals. There can likewise be no
assurance that the United States Department of Justice or any state attorney
general will not attempt to challenge the purchase on antitrust grounds, and if
such a challenge is made, there can be no assurance as to its result.
The factors considered by the Federal Reserve Board are substantially
similar to those considered by the Federal Reserve Board in connection with its
consideration of North Fork's application for approval under the Bank Holding
Company Act. The Federal Reserve Board will consider the competitive effects of
the transaction, the financial and managerial resources of the companies and
their subsidiary depository institutions, as well as the convenience and needs
of the communities to be served. The Federal Reserve Board also will take into
account the performance record of FleetBoston and North Fork and their
respective depository institution subsidiaries under the Community Reinvestment
Act of 1977 in meeting the credit needs of the entire community, including low-
and moderate-income neighborhoods, served by each company.
The application will afford the opportunity for public comment on the
purchase of the North Fork preferred and the North Fork rights by FleetBoston,
and the Federal Reserve Board may hold a public hearing or meeting in
connection therewith if the Federal Reserve Board determines that it would be
appropriate. Any hearing, meeting or comments from third parties could prolong
the review of the application.
If the Justice Department were to commence an antitrust action, it would
stay the effectiveness of Federal Reserve Board approval of the purchase of the
North Fork preferred and the North Fork rights by FleetBoston pursuant to the
stock purchase agreement, unless a court specifically orders otherwise. Failure
of the Justice Department to object to the transaction may not prevent private
persons or state attorneys general from filing antitrust actions.
On March 22, 2000, FleetBoston filed an application with the Federal
Reserve Board to obtain approval for the purchase of the North Fork preferred
and the North Fork rights. North Fork has no reason to believe that FleetBoston
will not obtain approval from the Federal Reserve Board within customary time
frames and without the imposition of any adverse terms or conditions. On April
3, 2000, FleetBoston received a letter from the Federal Reserve Bank of Boston
advising FleetBoston that its application is expected to be acted upon by the
Federal Reserve Board by May 22, 2000.
Dime has submitted numerous comments on FleetBoston's application to the
Federal Reserve Board, alleging, among other things, application deficiencies,
existence of a control relationship and competitive issues related to
FleetBoston's investment in North Fork, violations of the banking laws, and
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failure to meet the Federal Reserve Board's standards for approval. In its
comments Dime has urged the Federal Reserve to cause FleetBoston to withdraw
and refile its application and to deny the application. The Federal Reserve has
taken no such actions. We believe that these allegations by Dime are without
merit and are designed to delay the Federal Reserve Board's processing of the
FleetBoston application.
In the stock purchase agreement, we have agreed, subject to the
consummation of the offer, to cause Dime to sell to a FleetBoston subsidiary 17
retail banking offices of Dime that, as of June 30, 1999, had total deposits of
approximately $2.0 billion. FleetBoston will pay us an 8.00% deposit premium in
this branch sale. Closing of the branch sale transaction will be subject to the
execution of a definitive branch sale agreement substantially in accordance
with the term sheet attached to the stock purchase agreement (which FleetBoston
and North Fork have agreed to negotiate in good faith and enter into reasonably
promptly following the consummation of the offer), the receipt and
effectiveness of all necessary regulatory approvals, and the satisfaction of
other customary closing conditions. It is expected that the branch sale would
be completed within 120 days of the closing of the offer.
Under the stock purchase agreement, FleetBoston has agreed that, other
than as contemplated in the stock purchase agreement, for a period of two years
it will not, among other things:
(i) acquire beneficial ownership of any North Fork voting securities,
(ii) make any public announcement with respect to (or submit to us) any
proposal for the acquisition of any North Fork voting securities
or with respect to a merger or other business combination
involving North Fork, unless we shall have made a prior written
request to FleetBoston to submit such proposal, or
(iii) participate in any solicitation of proxies to vote any North Fork
voting securities.
In addition, FleetBoston has agreed that until December 31, 2001, it will not
acquire, or offer to acquire, any voting securities or assets of Dime or
Hudson, or make any public announcement with respect to (or submit to Dime or
Hudson) any proposal for the acquisition of any voting securities of Dime or
Hudson, respectively, or for a merger or other business combination involving
Dime or Hudson (the "Hudson/ Dime Standstill"), except that from and after the
earlier of the termination of the stock purchase agreement and March 31, 2001,
FleetBoston may terminate the Hudson/Dime Standstill by providing notice to us
and paying us a fee of $2.5 million. In the event that FleetBoston acquires a
majority interest in Dime on or prior to December 31, 2001, FleetBoston must
pay us an additional fee of $2.5 million.
Under the stock purchase agreement, we must pay FleetBoston a fee of $2.5
million on the earlier of the termination of the stock purchase agreement and
March 31, 2001 if at such time we have not acquired a majority interest in
Dime. If we acquire a majority of the equity interest in Dime on or prior to
the later of the termination of the stock purchase agreement and March 31,
2001, we must pay FleetBoston a fee of $5.0 million on the date of the closing
of such acquisition (or $2.5 million if we have paid the $2.5 million fee
referred to in the previous sentence).
If we do not acquire Dime and if, subsequent to the termination of the
Hudson/Dime Standstill, FleetBoston acquires a majority interest in Dime on or
before December 31, 2001, FleetBoston has agreed to cause Dime to sell to us
five branches with total deposits of approximately $500 million as of June 30,
1999. We will pay FleetBoston an 8.00% deposit premium in this branch sale.
Closing of any such transaction would be subject to conditions comparable to
those applicable to the branch purchase by FleetBoston.
The North Fork preferred will bear a non-cumulative dividend of 7.5% per
annum (payable quarterly), and will be redeemable in cash, at North Fork's
option, in whole or in part, at any time after the third anniversary of the
issuance date at a redemption price of $1,000 per share, plus declared and
unpaid dividends to the date fixed for redemption.
Under the stock purchase agreement, we have agreed that if, after the
third anniversary of the issuance of the North Fork preferred and the North
Fork rights, the North Fork preferred is still outstanding, then on each
quarterly dividend payment date we will issue to FleetBoston additional North
Fork rights to purchase a number of shares of North Fork common stock equal to
.5% (or 1% if any North
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Fork preferred is outstanding on or after the fifth anniversary) of the
aggregate liquidation preference of the then outstanding North Fork preferred
divided by the then current market price of the North Fork common stock. The
exercise price for any such additional North Fork rights will be the market
price of North Fork common stock at the time of issuance of such additional
rights, and such additional rights will be exercisable for 10 years from their
issuance date. In all other respects such additional rights will be similar to
the North Fork rights.
In the stock purchase agreement, we have agreed to operate substantially
in the ordinary course and to refrain from paying or making any extraordinary
dividends or distributions on the North Fork common stock. We have also agreed
to indemnify FleetBoston for breaches of the representations or covenants in
the stock purchase agreement and for losses (including litigation expenses)
arising out of North Fork's solicitation of proxies from holders of Dime common
stock and this offer.
Each of the North Fork preferred, the North Fork rights, any additional
rights and any shares of North Fork common stock received upon conversion of
the North Fork preferred or the exercise of the North Fork rights will be
subject to transfer restrictions, and would benefit from customary rights
related to the registration of the offering and sale of the North Fork
preferred, North Fork rights and/or shares of North Fork common stock pursuant
to a registration rights agreement.
There can be no assurance as to the timing of the satisfaction of the
conditions to the consummation of the transactions contemplated by the stock
purchase agreement. The stock purchase agreement may be terminated by mutual
consent. Either North Fork or FleetBoston may terminate the stock purchase
agreement under certain circumstances, including if the acquisition of Dime
common stock pursuant to the offer has not been consummated by March 31, 2001,
if Dime's and Hudson's stockholders approve the proposed Dime-Hudson merger, or
if we publicly announce the abandonment of our efforts to acquire Dime.
FleetBoston, a Rhode Island corporation with its principal executive
office at One Federal Street, Boston, Massachusetts 02110, is a diversified
financial services company formed by the merger on October 1, 1999 of
BankBoston Corporation with and into Fleet Financial Group, Inc. Although
FleetBoston may be deemed to be a co-bidder in the offer by reason of the stock
purchase agreement and the transactions contemplated thereby, FleetBoston
disclaims that it is a bidder in the offer.
As of March 15, 2000, except as described below, FleetBoston did not
beneficially own any securities of Dime. As of March 15, 2000, Fleet National
Bank, a subsidiary of FleetBoston, may be deemed to have had beneficial
ownership of 5,100 shares of Dime common stock, which shares were held in a
fiduciary capacity. FleetBoston disclaims beneficial ownership of all of such
shares.
CERTAIN RELATIONSHIPS WITH DIME
Except as set forth herein, neither we nor, to the best of our knowledge,
any of our directors, executive officers or other affiliates has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of Dime, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies. Except as described herein, there have been no
contacts, negotiations or transactions since January 1, 1996, between us or, to
the best of our knowledge, any of our directors, executive officers or other
affiliates on the one hand, and Dime or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets. Neither we, nor, to the best of our
knowledge, any of our directors, executive officers or other affiliates has
since January 1, 1996 had any transaction with Dime or any of its executive
officers, directors or affiliates that would require disclosure under the rules
and regulations of the SEC applicable to the offer.
As of the date of this document we beneficially own for our own account
690,900 shares of Dime common stock, and Park T. Adikes, a director of North
Fork, owns 100 shares of Dime common stock.
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FEES AND EXPENSES
We have retained D.F. King & Co., Inc. to act as the information agent in
connection with our offer. The information agent may contact holders of Dime
shares by mail, telephone, telex, telegraph and personal interviews and may
request brokers, dealers and other nominee stockholders to forward our offer
materials to beneficial owners of Dime shares. The information agent will be
paid a customary fee for such services, plus reimbursement of out-of-pocket
expenses, and we will indemnify the information agent against certain
liabilities and expenses in connection with our offer, including liabilities
under federal securities laws.
In connection with the commencement of our offer and our solicitation of
proxies from Dime stockholders with respect to the Dime-Hudson merger, we
originally retained Salomon Smith Barney, Inc. and Sandler O'Neill & Partners,
L.P. as financial advisors and co-dealer managers. Pursuant to understandings
between us and Salomon Smith Barney and Sandler O'Neill with respect to
advisory services, including services as co-dealer managers in connection with
our offer, we agreed to pay aggregate financial advisory fees of not more than
80 basis points, or 40 basis points to each investment banking firm, of the
aggregate purchase price in the offer and the merger should we acquire control
of Dime. We also agreed to reimburse both Salomon Smith Barney and Sandler
O'Neill for their out-of-pocket expenses, including the fees and expenses of
their legal counsel incurred in connection with this engagement, and to
indemnify each of Salomon Smith Barney and Sandler O'Neill and certain related
persons and entities against certain liabilities and expenses in connection
with their respective engagements, including certain liabilities under federal
securities laws. Each of Salomon Smith Barney and Sandler O'Neill has in the
past performed various investment banking and financial advisory services for
us for which they have received customary compensation.
On April 5, 2000, the Supreme Court of New York, County of New York,
issued a temporary restraining order and a preliminary injunction barring
Salomon Smith Barney from advising us in connection with the offer and our
proxy solicitation until May 12, 2000. The court's decision was based on the
terms of an agreement entered into between Dime and Salomon Smith Barney in May
1997. Salomon Smith Barney filed an appeal and a motion to stay execution and
enforcement of the court's order. On May 2, 2000, the Appellate Division denied
Salomon Smith Barney's motion, and Dime filed a motion with the Supreme Court
of New York, County of New York, to extend the injunction against Salomon Smith
Barney for an additional six weeks beyond May 12, 2000. On May 10, 2000, Dime's
motion to extend the injunction was denied. We have not yet determined what
action, if any, we may take under our engagement letter with Salomon Smith
Barney in light of these court decisions.
We will not pay any fees or commissions to any broker, dealer or other
persons (other than any dealer manager and the information agent) for
soliciting tenders of Dime shares pursuant to our offer.
ACCOUNTING TREATMENT
The merger of Dime and North Fork will be accounted for as a "purchase,"
as such term is used under GAAP, for accounting and financial reporting
purposes. Dime will be treated as the acquired corporation for such purposes.
Dime's assets, liabilities and other items will be adjusted to their estimated
fair value on the closing date of the merger and combined with the historical
book values of the assets and liabilities of North Fork. Applicable income tax
effects of such adjustments will be included as a component of the combined
company's deferred tax asset or liability. The difference between the estimated
fair value of the assets, liabilities and other items (adjusted as discussed
above) and the purchase price will be recorded as an intangible asset and
amortized against the combined company's earnings over a 20-year period
following completion of the merger. For further information concerning the
amount of goodwill to be recorded in connection with the merger and the
amortization thereof, see Note 3 of Notes to the Pro Forma Condensed Combined
Financial Statements (Unaudited) on page 89.
We have prepared the unaudited pro forma financial information contained
in this prospectus using the purchase accounting method to account for the
offer and the merger. See "Pro Forma Condensed Combined Financial Statements
(Unaudited)" on page 89.
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STOCK EXCHANGE LISTING
Our common stock is listed on the NYSE. We will make an application to
list on the NYSE the common stock that we will issue pursuant to our offer and
the subsequent North Fork-Dime merger. As described above under "The
Offer--Conditions of Our Offer--North Fork Stockholder Approval Condition,"
pursuant to the rules of the NYSE, the issuance of our common stock in the
offer and the subsequent North Fork-Dime merger must be approved by the holders
of North Fork common stock as a single class, voting at a meeting at which the
total number of votes cast represents over 50% in interest of all shares of our
common stock outstanding on the applicable record date.
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THE COMPANIES
NORTH FORK BANCORPORATION, INC.
General. North Fork is a commercial bank holding company registered under
the Bank Holding Company Act of 1956. North Fork's primary subsidiary, North
Fork Bank, a New York State-chartered, FDIC-insured commercial bank, operates
retail banking facilities throughout Suffolk and Nassau counties on Long
Island, New York, as well as in the New York City boroughs of Manhattan,
Queens, Brooklyn and the Bronx and in Westchester and Rockland counties north
of New York City. North Fork, through North Fork Bank, provides a variety of
banking and financial services to middle market and small business
organizations, local government units and retail customers in the metropolitan
New York area. At December 31, 1999, on a pro forma basis giving effect to
North Fork's acquisitions of JSB Financial, Inc. and Reliance Bancorp, Inc.,
North Fork had assets of $16.3 billion, deposits of $9.2 billion and
stockholders' equity of $1.3 billion and operated 154 retail banking
facilities.
On February 18, 2000, North Fork completed its acquisition of Reliance in
a stock-for-stock merger accounted for as a purchase. Reliance's principal
subsidiary, Reliance Federal Savings Bank, a savings institution with 29 retail
banking offices in Nassau and Suffolk counties on Long Island, New York, as
well as in the New York City borough of Queens, was merged with North Fork
Bank.
On February 29, 2000, North Fork completed its acquisition of JSB in a
stock-for-stock merger accounted for using the pooling-of-interests. JSB is the
holding company for Jamaica Savings Bank FSB, a savings institution with 13
retail banking offices in the New York metropolitan area.
The pro forma financial information contained in this document includes
pro forma adjustments reflecting the combination of Reliance with North Fork
using the purchase accounting method. See "Pro Forma Condensed Combined
Financial Statements (Unaudited)" on page 89.
The principal office of North Fork is located at 275 Broadhollow Road,
Melville, New York, 11747, telephone number (631) 844-1004.
For more information about North Fork's business, reference is made to
North Fork's Annual Report on Form 10-K for the year ended December 31, 1999,
which is incorporated herein by reference. See "Where You Can Find More
Information" on page 4.
Management and Additional Information. Certain information relating to
the executive compensation, various benefit plans (including stock option
plans), voting securities, including the principal holders of those securities,
certain relationships and related transactions and other matters as to North
Fork is incorporated by reference or set forth in North Fork's Annual Report on
Form 10-K for the year ended December 31, 1999, which is incorporated herein by
reference. Stockholders desiring copies of this document and other documents
may contact North Fork at its address or telephone number indicated under
"Where You Can Find More Information" on page 4.
DIME BANCORP, INC.
Dime is a savings and loan holding company organized under the laws of the
State of Delaware. Dime is the parent holding company for The Dime Savings Bank
of New York, FSB, a federally-chartered savings bank currently servicing
consumers and businesses through 127 branches located throughout the greater
New York City metropolitan area. Through Dime Savings Bank and its
subsidiaries, Dime provides consumer loans, insurance products and mortgage
banking services throughout the United States. At December 31, 1999, Dime had
consolidated assets of $23.9 billion, consolidated deposits of $14.3 billion
and consolidated stockholders' equity of $1.5 billion.
The principal office of Dime is located at 589 Fifth Avenue, New York, New
York 10017, telephone number (212) 326-6170.
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REGULATION AND SUPERVISION OF NORTH FORK
GENERAL
North Fork is a bank holding company subject to supervision and regulation
by the Federal Reserve Board under the BHC Act. As a bank holding company,
North Fork's activities and those of its banking and nonbanking subsidiaries
are limited to the business of banking and activities closely related or
incidental to banking, and North Fork may not directly or indirectly acquire
the ownership or control of more than 5% of any class of voting shares or
substantially all of the assets of any company, including a bank, without the
prior approval of the Federal Reserve Board.
North Fork Bank, as a New York-chartered, FDIC insured depository
institution, is subject to the supervision, regulation, and examination of the
New York State Banking Department and the FDIC. The FDIC has broad enforcement
authority over federally-insured depository institutions, including the power
to terminate deposit insurance, to appoint a conservator or receiver if any of
a number of conditions are met, and to impose substantial fines and other civil
penalties. Almost every aspect of the operations and financial condition of
North Fork Bank is subject to extensive regulation and supervision and to
various requirements and restrictions under federal and state law, including
requirements governing capital adequacy, liquidity, earnings, dividends,
reserves against deposits, management practices, branching, loans, investments,
and the provision of services. Various consumer protection laws and regulations
also affect the operations of North Fork Bank. The deposits of North Fork Bank
are insured up to applicable limits by the FDIC.
Supervision and regulation of bank holding companies and their
subsidiaries is intended primarily for the protection of depositors, the
deposit insurance funds of the FDIC and the banking system as a whole, not for
the protection of bank holding company stockholders or creditors.
The following description summarizes some of the laws to which North Fork
and North Fork Bank are subject. To the extent statutory or regulatory
provisions or proposals are described, the description is qualified in its
entirety by reference to the particular statutory or regulatory provisions or
proposals.
PAYMENT OF DIVIDENDS
North Fork is a legal entity separate and distinct from its subsidiaries.
The principal source of funds for North Fork is dividends from North Fork Bank,
and there are various legal and regulatory limitations under federal and state
law on the extent to which banking subsidiaries can finance or otherwise supply
funds to their holding companies.
Federal Reserve Board policy provides that, as a matter of prudent
banking, a bank holding company generally should not maintain a rate of cash
dividends unless its net income available to common stockholders has been
sufficient to fully fund the dividends, and the prospective rate of earnings
retention appears to be consistent with the holding company's capital needs,
asset quality and overall financial condition. In addition, among other things,
dividends from a New York-chartered bank, such as North Fork Bank, are limited
to an amount equal to the bank's net profits for the current year plus its
prior two years' retained net profits, less any required transfer to surplus or
a fund for the retirement of any preferred stock by the regulations of the
Banking Department.
Under federal law, a depository institution is prohibited from paying a
dividend if the depository institution would thereafter be "undercapitalized"
as determined by the federal bank regulatory agencies. The relevant federal
regulatory agencies, and the state regulatory agency, the Banking Department,
also have authority to prohibit a bank or bank holding company from engaging in
what, in the opinion of such regulatory body, constitutes an unsafe or unsound
practice in conducting its business. The payment of dividends could, depending
upon the financial condition of North Fork Bank, be deemed to constitute such
an unsafe or unsound practice.
TRANSACTIONS WITH AFFILIATES
North Fork Bank is subject to restrictions under federal law which limit
certain transactions with North Fork and its nonbanking subsidiaries, including
loans, other extensions of credit, investments or
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asset purchases. Such transactions by a banking subsidiary with any one
affiliate are limited in amount to 10% of the bank's capital and surplus and,
with all affiliates together, to an aggregate of 20% of the bank's capital and
surplus. Furthermore, such loans and extensions of credit, as well as certain
other transactions, are required to be secured in specified amounts. These and
certain other transactions, including any payment of money to North Fork, must
be on terms and conditions that are or in good faith would be offered to
nonaffiliated companies.
HOLDING COMPANY LIABILITY
Under Federal Reserve Board policy, a bank holding company is expected to
act as a source of financial strength to each of its banking subsidiaries and
commit resources to their support. Such support may be required at times when,
absent this Federal Reserve Board policy, a holding company may not be inclined
to provide it. As discussed below under "Prompt Corrective Action," a bank
holding company in certain circumstances could be required to guarantee the
capital plan of an undercapitalized banking subsidiary.
In the event of a bank holding company's bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is
required to cure immediately any deficit under any commitment by the debtor
holding company to any of the federal banking agencies to maintain the capital
of an insured depository institution, and any claim for breach of such
obligation will generally have priority over most other unsecured claims.
PROMPT CORRECTIVE ACTION
Under the Federal Deposit Insurance Corporation Improvement Act of 1991,
the federal banking agencies must take prompt supervisory and regulatory
actions against undercapitalized depository institutions. Depository
institutions are assigned one of five capital categories: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized," and are subjected to differential regulation
corresponding to the capital category within which the institution falls. Under
certain circumstances, a well capitalized, adequately capitalized or
undercapitalized institution may be treated as if the institution were in the
next lower capital category. A depository institution is generally prohibited
from making capital distributions (including paying dividends) or paying
management fees to a holding company if the institution would thereafter be
undercapitalized. Adequately capitalized institutions cannot accept, renew or
roll over brokered deposits except with a waiver from the FDIC, and are subject
to restrictions on the interest rates that can be paid on such deposits.
Undercapitalized institutions may not accept, renew or roll over brokered
deposits.
The banking regulatory agencies are permitted or, in certain cases,
required to take certain actions with respect to institutions falling within
one of the three undercapitalized categories. Depending on the level of an
institution's capital, the agency's corrective powers include, among other
things:
o prohibiting the payment of principal and interest on subordinated debt;
o prohibiting the holding company from making distributions without prior
regulatory approval;
o placing limits on asset growth and restrictions on activities;
o placing additional restrictions on transactions with affiliates;
o restricting the interest rate the institution may pay on deposits;
o prohibiting the institution from accepting deposits from correspondent
banks; and
o in the most severe cases, appointing a conservator or receiver for the
institution.
A banking institution that is undercapitalized is required to submit a
capital restoration plan, and such a plan will not be accepted unless, among
other things, the banking institution's holding company guarantees the plan up
to a certain specified amount. Any such guarantee from a depository
institution's holding company is entitled to a priority of payment in
bankruptcy. As of December 31, 1999, North Fork Bank exceeded the required
capital ratios for classification as "well capitalized." See "--Capital
Adequacy."
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CAPITAL ADEQUACY
RISK-BASED CAPITAL AND LEVERAGE RATIOS
<TABLE>
<CAPTION>
RISK-BASED RATIOS
---------------------
TIER I TOTAL LEVERAGE
AS OF DECEMBER 31, 1999 CAPITAL CAPITAL RATIO (1)
- ------------------------------------------ --------- --------- ----------
<S> <C> <C> <C>
North Fork (2) ........................... 11.48% 12.45% 6.84%
North Fork Bank (3) ...................... 9.69 10.68 5.68
Dime (4) ................................. 7.77 8.66 5.40
Dime Savings Bank ........................ 8.80 10.33 5.90
Minimum required ratio ................... 4.00 8.00 4.00
"Well capitalized" minimum ratio ......... 6.00 10.00 5.00
</TABLE>
- ----------
(1) For all but the most highly-rated bank holding companies and banks, the
minimum leverage ratio is 3 percent plus an additional percentage of at
least 100 to 200 basis points.
(2) Includes JSB and Reliance on a pro forma basis.
(3) Includes Jamaica Savings Bank and Reliance Federal Savings Bank on a pro
forma basis.
(4) Dime is a unitary thrift holding company and, accordingly, is not subject
to any minimum required risk-based and leverage ratios.
The Federal Reserve Board has adopted risk-based capital guidelines for
bank holding companies. The minimum ratio of total capital to risk-weighted
assets (which are the credit risk equivalents of balance sheet assets and
certain off balance sheet items such as standby letters of credit) is 8%. At
least half of the total capital must be composed of common stockholders' equity
(including retained earnings), qualifying non-cumulative perpetual preferred
stock (and, for bank holding companies only, a limited amount of qualifying
cumulative perpetual preferred stock), and minority interests in the equity
accounts of consolidated subsidiaries, less goodwill, other disallowed
intangibles and disallowed deferred tax assets, among other items. The
remainder may consist of a limited amount of subordinated debt, other perpetual
preferred stock, hybrid capital instruments, mandatory convertible debt
securities that meet certain requirements, as well as a limited amount of
reserves for loan losses. The Federal Reserve Board has also adopted a minimum
leverage ratio for bank holding companies, requiring Tier 1 capital of at least
3% of average total consolidated assets.
The FDIC has also established risk-based and leverage capital guidelines
which state non-member banks are required to meet. These regulations are
generally similar to those established by the Federal Reserve Board for bank
holding companies. The capital ratios for North Fork, North Fork Bank, Dime and
Dime Savings Bank are provided in the chart above.
The federal bank regulatory agencies' risk-based and leverage ratios are
minimum supervisory ratios generally applicable to banking organizations that
meet certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to
operate with capital positions well above the minimum ratios. The federal bank
regulatory agencies may set capital requirements for a particular banking
organization that are higher than the minimum ratios when circumstances
warrant. Federal Reserve Board guidelines also provide that banking
organizations experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets. In
addition, the regulations of the Federal Reserve Board provide that
concentration of credit risk, interest rate risk and certain risks arising from
nontraditional activities, as well as an institution's ability to manage these
risks, are important factors to be taken into account by regulatory agencies in
assessing an organization's overall capital adequacy. The agencies have also
adopted an adjustment to the risk-based capital calculations to cover market
risk in trading accounts of certain institutions.
The federal bank regulatory agencies recently adopted amendments to their
risk-based capital regulations to provide for the consideration of interest
rate risk in the agencies' determination of a
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banking institution's capital adequacy. The amendments require such
institutions to effectively measure and monitor their interest rate risk and to
maintain capital adequate for that risk.
As discussed below under "Enforcement Powers of the Federal Banking
Agencies," failure to meet the minimum regulatory capital requirements could
subject a banking institution to a variety of enforcement remedies available to
federal regulatory authorities, including, in the most severe cases, the
termination of deposit insurance by the FDIC and the placement of the
institution into conservatorship or receivership.
ENFORCEMENT POWERS OF THE FEDERAL BANKING AGENCIES
The federal banking agencies have broad enforcement powers, including the
power to terminate deposit insurance, impose substantial fines and other civil
and criminal penalties and appoint a conservator or receiver. Failure to comply
with applicable laws, regulations and supervisory agreements could subject
North Fork, North Fork Bank, Dime or Dime Savings Bank, as well as officers,
directors and other institution-affiliated parties of these organizations, to
administrative sanctions and potentially substantial civil money penalties. In
addition to the grounds discussed under "Prompt Corrective Action," the
appropriate federal banking agency may appoint the FDIC as conservator or
receiver for a banking institution (or the FDIC may appoint itself, under
certain circumstances) if any one or more of a number of circumstances exist,
including, without limitation, the fact that the banking institution is
undercapitalized and has no reasonable prospect of becoming adequately
capitalized; fails to become adequately capitalized when required to do so;
fails to submit a timely and acceptable capital restoration plan; or materially
fails to implement an accepted capital restoration plan.
CONTROL ACQUISITIONS
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Securities Exchange Act of 1934,
such as North Fork, would, under the circumstances set forth in the
presumption, constitute acquisition of control of North Fork.
In addition, any company is required to obtain the approval of the Federal
Reserve Board under the BHC Act before acquiring 25% (5% in the case of an
acquiror that is a bank holding company) or more of the outstanding common
stock of North Fork, or otherwise obtaining control or a "controlling
influence" over North Fork.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
permits an adequately capitalized and adequately managed bank holding company,
with Federal Reserve Board approval, to acquire banking institutions located in
states other than the bank holding company's home state without regard to
whether the transaction is prohibited under state law. In addition, effective
June 1, 1997, national banks and state banks with different home states are
permitted to merge across state lines, with the approval of the appropriate
federal banking agency, unless the home state of a participating banking
institution has passed legislation prior to that date that expressly prohibits
interstate mergers. De novo interstate branching is permitted if the laws of
the host state so authorize.
FINANCIAL MODERNIZATION LEGISLATION
On November 12, 1999, the Gramm-Leach-Bliley Act was enacted. Effective
March 11, 2000, the Gramm-Leach-Bliley Act permits qualifying bank holding
companies to become financial holding companies and thereby affiliate with a
far broader range of financial companies than has previously been permitted for
a bank holding company. Permitted affiliates include securities brokers,
underwriters and dealers, investment managers and companies engaged in other
activities that are "financial in nature or incidental thereto" or
"complementary." A bank holding company may elect to become a financial holding
company if each of its subsidiary banks is "well capitalized," is "well
managed," and has at least a satisfactory rating under the Community
Reinvestment Act.
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The Gramm-Leach-Bliley Act identifies several activities as financial in
nature, including securities brokerage, underwriting, dealing in or making a
market in securities and investment management services. In addition, the
Federal Reserve Board, in cooperation with the Treasury Department, may declare
additional activities to be financial in nature, and the Federal Reserve Board
may unilaterally declare activities to be complementary.
FUTURE LEGISLATION
Various legislation is from time to time introduced in Congress that, if
enacted, may change banking statutes and the operating environment of North
Fork and its subsidiaries in substantial and unpredictable ways. North Fork
cannot determine the ultimate effect that potential legislation, if enacted, or
implementing regulations, would have upon the financial condition or results of
operations of North Fork or its subsidiaries.
DESCRIPTION OF NORTH FORK CAPITAL STOCK
GENERAL
The authorized capital stock of North Fork consists of 500 million shares
of North Fork common stock and 10 million shares of North Fork preferred stock,
par value $1.00 per share. The preferred stock may be issued in one or more
series with such terms and at such times and for such consideration as the
North Fork board of directors determines.
As of April 17, 2000, 173,643,623 shares of North Fork common stock were
outstanding, and no shares of North Fork preferred stock were outstanding. On
March 5, 2000, North Fork signed a definitive agreement with FleetBoston
pursuant to which FleetBoston agreed, subject to the terms and conditions set
forth therein, to purchase (i) 250,000 shares of North Fork's 7.5% Series B
Non-Cumulative Convertible Preferred Stock, par value $1.00 per share and with
a liquidation preference of $1,000.00 per share, and (ii) common stock purchase
rights to acquire 7,500,000 shares of North Fork common stock. See "The
Offer--Source and Amount of Funds" beginning on page 67.
As of April 17, 2000, 5,673,310 shares of North Fork common stock had been
reserved for issuance upon the exercise of outstanding stock options under
various employee stock option plans, and 500,542 shares of North Fork common
stock were reserved for issuance pursuant to North Fork's dividend reinvestment
and stock purchase plans.
The following summary of the terms of the capital stock of North Fork is
not intended to be complete and is subject in all respects to the applicable
provisions of the DGCL and is qualified by reference to the certificate of
incorporation and bylaws of North Fork. To obtain copies of these documents,
see "Where You Can Find More Information" on page 4.
COMMON STOCK
The outstanding shares of North Fork common stock are fully paid and
nonassessable. Holders of North Fork common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
stockholders. Holders of North Fork common stock do not have pre-emptive rights
and are not entitled to cumulative voting rights with respect to the election
of directors. The North Fork common stock is neither redeemable nor convertible
into other securities, and there are no sinking fund provisions.
Subject to the preferences applicable to any shares of North Fork
preferred stock outstanding at the time, holders of North Fork common stock are
entitled to dividends when and as declared by the North Fork board of directors
from funds legally available therefor and are entitled, in the event of
liquidation, to share ratably in all assets remaining after payment of
liabilities.
PREFERRED STOCK
No shares of preferred stock are outstanding. The board of directors of
North Fork may, without further action by the stockholders of North Fork, issue
a series of North Fork preferred stock and fix the
78
<PAGE>
rights and preferences of those shares, including the dividend rights, dividend
rates, conversion rights, exchange rights, voting rights, terms of redemption,
redemption price or prices, liquidation preferences, the number of shares
constituting any series and the designation of such series.
Series B Non-Cumulative Preferred Stock. On March 5, 2000, North Fork
entered into a definitive agreement with FleetBoston pursuant to which
FleetBoston agreed, subject to the terms and conditions set forth therein, to
purchase 250,000 shares of North Fork's 7.5% Series B Non-Cumulative
Convertible Preferred Stock. See "The Offer--Source and Amount of Funds." The
North Fork preferred includes restrictions on the ability of North Fork to pay
dividends on, or redeem or repurchase, securities of North Fork on parity with
or ranking junior to the North Fork preferred, including North Fork common
stock, during any dividend period if dividends on the North Fork preferred are
not paid in respect of such dividend period.
When issued in accordance with the terms of the stock purchase agreement,
the North Fork preferred shares will bear a non-cumulative cash dividend of
7.5% per annum (payable quarterly) and will be redeemable, at North Fork's
option, in whole or in part, at any time after the third anniversary of the
issuance date at a redemption price of $1,000 per share, plus declared and
unpaid dividends. The North Fork preferred shares will be convertible, in whole
or in part, at any time and from time to time, at the option of the holder into
shares of North Fork common stock at a conversion price of $18.69 per share of
North Fork common stock, subject to certain anti-dilution adjustments. The
shares of North Fork preferred will not be subject to any sinking fund
provisions and will have no preemptive rights. Such shares provide for a
liquidation preference of $1,000 per share, plus declared and unpaid dividends.
Holders of North Fork preferred shares will not have any voting rights,
except that if dividends on shares of the North Fork preferred have not been
paid for six dividend periods, the holders of shares of the North Fork
preferred, voting together as a class with the holders of any other stock on
parity with the North Fork preferred, will have the exclusive right to elect
two additional directors at North Fork's next annual meeting of stockholders
and at each subsequent annual meeting until full dividends have been paid or
declared and set apart for payment for four consecutive dividend periods. The
term of such directors elected thereby will terminate upon the payment or the
declaration and setting aside for payment of full dividends on the North Fork
preferred for four consecutive dividend periods.
In addition, so long as any shares of the North Fork preferred are
outstanding, North Fork may not, without the consent or vote of the holders of
at least two-thirds of the outstanding shares of North Fork preferred, voting
separately as a class:
o amend, alter or repeal or otherwise change any provision of the Restated
Certificate of Incorporation of North Fork if such amendment,
alteration, repeal or change would materially and adversely affect the
rights, preferences, powers or privileges of the North Fork preferred,
o authorize, create or increase the authorized amount of or issue any
class or series of any equity securities of North Fork, or any warrants,
options or other rights convertible or exchangeable into any class or
series of any equity securities of North Fork, ranking prior to the
North Fork preferred, either as to dividend rights or rights on
liquidation, dissolution or winding up of North Fork,
o authorize or issue any additional shares of the North Fork preferred, or
o merge, consolidate, reorganize or effect any other business combination
involving North Fork, unless the resulting corporation will thereafter
have no class or series of equity securities either authorized or
outstanding ranking prior to the North Fork preferred as to dividends or
as to the distribution of assets upon liquidation, dissolution or
winding up, except the same number of shares of such equity securities
with the same rights, preferences, powers and privileges as the shares
of equity securities of North Fork that are authorized and outstanding
immediately prior to such transaction.
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<PAGE>
ANTI-TAKEOVER PROVISIONS
The North Fork certificate of incorporation and North Fork's bylaws
provide that the North Fork board of directors is to be divided into three
classes as nearly equal in number as possible. Directors are elected by classes
to three year terms, so that approximately one-third of the directors of North
Fork are elected at each annual meeting of the stockholders. In addition, North
Fork's bylaws provide that the power to fill vacancies is vested in the North
Fork board of directors. The overall effect of such provisions may be to
prevent a person or entity from seeking to acquire control of North Fork
through an increase in the number of directors on the North Fork board and the
election of designated nominees to fill such newly created vacancies.
COMPARISON OF STOCKHOLDER RIGHTS
North Fork and Dime are incorporated under the laws of the State of
Delaware. The rights of Dime stockholders are currently governed by the DGCL,
the certificate of incorporation of Dime and the amended and restated bylaws of
Dime. Upon completion of the offer, Dime stockholders who have validly tendered
and not properly withdrawn Dime shares on or prior to the expiration date will
become stockholders of North Fork, and their rights as such will be governed by
the DGCL, the North Fork certificate of incorporation, as amended, and the
bylaws of North Fork. The material differences between the rights of holders of
Dime common stock and the rights of holders of North Fork common stock,
resulting from the differences in their governing documents, are summarized
below.
The following summary does not purport to be a complete statement of the
rights of holders of North Fork common stock under applicable Delaware law, the
North Fork certificate of incorporation and the North Fork bylaws or the rights
of the holders of Dime common stock under applicable Delaware law, the Dime
certificate of incorporation and the Dime bylaws, or a complete description of
the specific provisions referred to herein. This summary contains a list of the
material differences but is not meant to be relied upon as an exhaustive list
or a detailed description of the provisions discussed and is qualified in its
entirety by reference to the DGCL and the governing corporate instruments of
North Fork and Dime, to which the holders of Dime common stock are referred.
Copies of such governing corporate instruments of North Fork and Dime are
available, without charge, to any person, including any beneficial owner to
whom this prospectus is delivered, by following the instructions listed under
"Where You Can Find More Information" on page 4.
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<PAGE>
SUMMARY OF MATERIAL DIFFERENCES BETWEEN THE
RIGHTS OF NORTH FORK STOCKHOLDERS AND THE RIGHTS OF DIME STOCKHOLDERS
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
----------------------------------------- ------------------------------------------
<S> <C> <C>
SIZE AND COMPOSITION Delaware law permits a certificate of Dime's certificate of incorporation
OF THE BOARD OF incorporation to provide that a board provides for a similarly classified
DIRECTORS: of directors be divided into classes, board.
with each class having a term of office
longer than one year but no longer Dime's certificate of incorporation
than three years. North Fork's cer- provides that the size of the board of
tificate of incorporation provides that directors shall be fixed from time to
the North Fork board of directors shall time by a vote of the majority of
have three classes, which shall serve directors then in office. Dime's by-
for a term ending at the third annual laws provide that the board will con-
meeting following the annual meeting sist of between seven and twenty-four
at which they were elected. members.
North Fork's certificate of incor-
poration provides that the size of the
board of directors shall be fixed from
time to time by action of the stockhold-
ers or by action of the board of direc-
tors but shall not be less than three
members. The by-laws provide that the
board will consist of at least five mem-
bers.
STOCKHOLDER RIGHTS North Fork does not have a stock- Dime maintains a stockholder rights
PLAN OR "POISON PILL": holder rights plan. While North Fork plan. The terms of the rights plan
has no present intention to adopt a provide each share of common stock
stockholder rights plan, the North Fork one right to purchase one-hundredth
board or the combined company board of a share of participating preferred
could do so without stockholder ap- stock of Dime at an exercise price of
proval at any future time. $50, subject to adjustment, after the
separation time, which is after the
close of business on the earlier of (i)
the tenth business day after com-
mencement of a tender or exchange
offer that, if consummated, would re-
sult in a person becoming an acquiring
person, which is defined in the rights
agreement as a person beneficially
owning 20% or more of the outstand-
ing shares of Dime common stock;
and (ii) the tenth business day after
the first date of public announcement
that a person has become an acquiring
person, which is also called the flip-in
date.
</TABLE>
81
<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
- ------------------------------- ------------------------------------------
<S> <C>
The rights are not exercisable until
the business day following the separa-
tion time. The rights expire on the
earlier of (i) the close of business on
November 6, 2005; (ii) redemption, as
described below; (iii) an exchange for
common stock, as described below; or
(iv) the merger of Dime into another
corporation pursuant to an agreement
entered into prior to a flip-in date.
The Dime board of directors may, at
any time prior to occurrence of a
flip-in date, redeem all the rights at a
price of $0.01 per right.
If a flip-in date occurs, each right,
other than those held by the acquiring
person or any affiliate or associate of
the acquiring person or by any trans-
ferees of any of these persons, will
constitute the right to purchase shares
of Dime common stock having an
aggregate market price equal to $100
in cash, subject to adjustment. In ad-
dition, the Dime board of directors
may at any time between a flip-in date
and the time that an acquiring person
becomes the beneficial owner of more
than 50% of the outstanding shares of
Dime common stock elect to exchange
the rights for shares of Dime common
stock at an exchange ratio of one
share of Dime common stock per right.
Under the rights agreement, if a flip-in
date occurs, Dime may not consoli-
date or merge, or engage in other
similar transactions, with an acquiring
person without entering into a supple-
mental agreement with the acquiring
person providing that, upon consum-
mation or occurrence of the transac-
tion, each right shall thereafter consti-
tute the right to purchase common
stock of the acquiring person having
an aggregate market price equal to
$100 in cash, subject to adjustment.
</TABLE>
82
<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
------------------------------------------- ----------------------------------------
<S> <C> <C>
STOCKHOLDER North Fork's by-laws permit stockhold- Dime's certificate of incorporation and
NOMINATIONS AND ers of record to nominate candidates by-laws provide that proposals by
PROPOSALS FOR BUSINESS: for election to North Fork's board of stockholders of business to be consid-
directors and to introduce other busi- ered at an annual meeting, and nomi-
ness that is a proper matter for stock- nations by stockholders for election of
holder action in connection with any directors at an annual meeting, must
annual meeting of stockholders. In ei- be stated in writing and filed with
ther case, the stockholder must pro- Dime's Secretary between 60 and 90
vide timely notice to the Secretary of days prior to the anniversary date of
North Fork and the notice must con- the notice of meeting mailed to stock-
tain specific information as further de- holders in connection with the previ-
lineated in North Fork's by-laws. ous year's annual meeting. With re-
spect to an election of directors to be
To be timely, notice must be given to held at a special meeting of stockhold-
North Fork's Secretary not less than 60 ers, notice of nomination must be
days in the case of a notice of a nomi- delivered before the close of business
nee and 45 days in the case of a notice on the seventh day following the date
of a proposed item of business, nor on which notice of such meeting is
more than 90 days, in either case, first given to stockholders.
before the anniversary of the date of
the prior year's annual meeting of Dime's by-laws also require that any
stockholders in the case of a notice of notice of nomination by a stockholder
a nominee, and the anniversary of the provide certain information concern-
date on which North Fork first mailed ing the stockholder and his or her
its proxy materials for the preceding nominee, including, among other
annual meeting, in the case of a notice things, the information regarding the
of a proposed item of business. How- nominee as would be required to be
ever, in either case, if the annual meet- included in a proxy statement filed
ing is held on a date that is not within pursuant to the proxy rules of the
30 days before or after the anniversary SEC, and the consent of the nominee
of the date of the prior year's annual to serve as a director of Dime if
meeting, the notice must be received elected. The presiding officer at the
no later than the close of business on meeting may refuse to acknowledge
the 10th day following the day on the nomination of any person not
which notice of the date of the annual made in compliance with these proce-
meeting was mailed or public disclo- dures.
sure of the date of the annual meeting
was made, whichever first occurs. Dime's by-laws further provide that
the number of proposals that may be
submitted by a stockholder is limited
to two and set forth the reasons that a
proposal could be deemed out of or-
der. The types of proposals that Dime
does not have to consider if raised by
a stockholder in connection with an
annual meeting include those that
would violate laws or regulations,
would result in a breach or violation
of contract, would be impossible to
accomplish, are not a proper matter
for stockholder action or relate to
ordinary business operations.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
------------------------------------------- ------------------------------------------
<S> <C> <C>
REMOVAL OF DIRECTORS: In accordance with Delaware law, The Dime certificate and by-laws pro-
North Fork stockholders may remove vide that stockholders of Dime may
a director only for cause by a vote of only remove a director for cause and
the holders of a majority of the then- only by the affirmative vote of at least
outstanding shares entitled to vote two-thirds of the outstanding shares
thereon. entitled to vote. In addition, the Dime
certificate and by-laws gives a major-
ity of the board of directors the ability
to remove a director if such removal is
directed by a federal banking agency.
INDEMNIFICATION OF North Fork's by-laws generally provide The Dime certificate of incorporation
DIRECTORS AND OFFICERS; for indemnification of officers or direc- generally provides for the indemnifi-
PERSONAL LIABILITY OF tors of North Fork to the extent per- cation of persons serving as a director
DIRECTORS: mitted by Delaware law. Furthermore, or officer of Dime or at the request of
subject to Delaware law, the North Dime as a director, officer, employee
Fork certificate of incorporation limits or agent of another corporation or of
the personal liability of directors to a partnership, joint venture, trust or
North Fork or its stockholders for mon- other enterprise, to the fullest extent
etary damages for breach of fiduciary authorized by the DGCL.
duty as a director to $25,000 per occur-
rence.
AMENDMENT OF BY-LAWS: North Fork's by-laws may be amended The Dime certificate of incorporation
by affirmative vote of holders of a and by-laws provide that the Dime
majority of the outstanding shares of board of directors is empowered to
North Fork capital stock present and adopt, amend or repeal the by-laws,
voting at a meeting at which a quorum by a vote of the majority of the entire
is present. The North Fork certificate board of directors, and the stockhold-
of incorporation also authorizes the ers may adopt, amend or repeal the
board of directors to adopt, amend or by-laws by the affirmative vote of
repeal the by-laws. holders of at least two-thirds of the
voting stock, voting together as a single
class.
AMENDMENT OF The DGCL provides that amendments Dime's certificate of incorporation re-
CERTIFICATE: to a corporation's certificate of incor- quires the affirmative vote of the hold-
poration generally require a resolution ers of at least two-thirds of the voting
by the corporation's board of directors power of all of the then-outstanding
setting forth the amendment proposed shares of Dime capital stock entitled
and declaring its advisability and the to vote generally in the election of
adoption of such amendment by the directors, voting together as a single
affirmative vote of holders of a major- class, to amend or repeal the provi-
ity of the corporation's outstanding sions of Dime's certificate of incorpo-
stock entitled to vote thereon. The ration regarding: (i) the board of di-
North Fork certificate of incorporation rectors, (ii) special meetings of
contains no further provisions concern- stockholders, (iii) amendments of
ing the amendment of the North Fork Dime's certificate of incorporation, (iv)
certificate. the by-laws, (v) action by written con-
sent of the stockholders and (vi) stock-
holder proposals. The DGCL pro-
</TABLE>
84
<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
--------------------------------------- -----------------------------------------
<S> <C> <C>
vides that all other amendments to
Dime's certificate of incorporation re-
quire the affirmative vote of holders
of a majority of the then-outstanding
shares of Dime capital stock entitled
to vote at a meeting for the election of
directors.
SPECIAL MEETING OF Special meetings of North Fork stock- Special meetings of Dime stockhold-
STOCKHOLDERS: holders may be called by the board of ers may be called by the Chairman of
directors, the Chairman or the Presi- the Board (or, if there is none, the
dent. Chief Executive Officer) with the ap-
proval of a majority of the board of
directors, or by a majority of the
board of directors, or by the secretary
of Dime at a written request of the
majority of the board of directors.
Special meetings may not be called by
Dime stockholders.
</TABLE>
DIME INFORMATION
While we have included in this prospectus information concerning Dime that
is known to us based on publicly available information (primarily filings by
Dime with the SEC), we are not affiliated with Dime and Dime has not permitted
us to have access to their books and records. Therefore, non-public information
concerning Dime was not available to us for the purpose of preparing this
prospectus. Although we have no knowledge that would indicate that statements
relating to Dime contained or incorporated by reference in this prospectus are
inaccurate or incomplete, we were not involved in the preparation of those
statements and cannot verify them.
Pursuant to rule 409 under the Securities Act of 1933 and rule 12b-21
under the Securities Exchange Act of 1934, we have requested that Dime provide
us with information required for complete disclosure regarding the businesses,
operations, financial condition and management of Dime. As of the date of this
document, Dime has not responded to our request. We will amend or supplement
this prospectus to provide any and all information we receive from Dime, if we
receive the information before our offer expires and we consider it to be
material, reliable and appropriate. In addition, pursuant to rule 439 under the
Securities Act, we haved requested that Dime provide us with the consent of its
independent accountants, KPMG LLP, required for us to incorporate by reference
into this prospectus the KPMG audit report included in Dime's Annual Report on
Form 10-K for the year ended December 31, 1999. As of the date of this
document, Dime has not responded to our request. If we receive this consent, we
will promptly file it as an exhibit to our registration statement.
85
<PAGE>
LEGAL MATTERS
The validity of the North Fork common stock offered hereby will be passed
upon for North Fork by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York.
EXPERTS
The consolidated financial statements of North Fork and its subsidiaries
incorporated in this prospectus by reference to North Fork's Annual Report on
Form 10-K for the year ended December 31, 1999 have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.
The supplemental consolidated balance sheets of North Fork and its
subsidiaries, as of December 31, 1999 and 1998 and the related supplemental
consolidated statements of income, changes in stockholders' equity,
comprehensive income and cash flows for each of the years in the three-year
period ended December 31, 1999, incorporated in this prospectus and in the
registration statement by reference to North Fork's Current Report on Form 8-K
filed on April 18, 2000, have been incorporated by reference herein in reliance
upon the report with respect to those financials of KPMG LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated statement of condition of Reliance Bancorp, Inc. and
subsidiary as of June 30, 1999 and the related consolidated statements of
income, changes in stockholders' equity, comprehensive income and cash flows
for the year then ended, incorporated in this prospectus and in the
registration statement by reference to North Fork's Current Report on Form 8-K
filed on December 30, 1999, have been incorporated by reference in reliance
upon the report with respect to those financial statements of Arthur Andersen
LLP, independent public accountants, and upon the authority of said firm as
experts in accounting and auditing.
The consolidated statement of condition of Reliance Bancorp, Inc. and
subsidiary as of June 30, 1998 and the related consolidated statements of
income, changes in stockholders' equity, comprehensive income and cash flows
for each of the years in the two-year period ended June 30, 1998, incorporated
in this prospectus and in the registration statement by reference to North
Fork's Current Report on Form 8-K filed on December 30, 1999, have been
incorporated by reference herein in reliance upon the report with respect to
those financial statements of KPMG LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of JSB Financial, Inc. and
subsidiary as of December 31, 1999 and the related consolidated statements of
income, changes in stockholder's equity, comprehensive income and cash flows
for each of the years in the three-year period ended December 31, 1999,
incorporated in this prospectus and in the registration statement by reference
to the April 14 Form 8-K have been incorporated by reference herein in reliance
upon the report with respect to those financial statements of KPMG LLP,
independent certified public accountants, and upon the authority of that firm
as experts in accounting and auditing.
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<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference in this document, contains certain forward-looking statements
concerning the financial condition, results of operations and business of North
Fork following the consummation of its proposed acquisition of Dime, the
anticipated financial and other benefits of such proposed acquisition and the
plans and objectives of North Fork's management following such proposed
acquisition, including, without limitation, statements relating to the cost
savings expected to result from the proposed acquisition, anticipated results
of operations of the combined company following the proposed acquisition,
projected earnings per share of the combined company following the proposed
acquisition and the restructuring charges estimated to be incurred in
connection with the proposed acquisition. Generally, the words "will," "may,"
"should," "continue," "believes," "expects," "intends," "anticipates" or
similar expressions identify forward-looking statements.
These forward-looking statements involve certain risks and uncertainties.
Factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among others, the
following factors:
o cost savings expected to result from the proposed acquisition may not be
fully realized or realized within the expected time frame;
o operating results following the proposed acquisition may be lower than
expected;
o competitive pressure among financial services companies may increase
significantly;
o costs or difficulties related to the integration of the businesses of
North Fork and Dime may be greater than expected;
o adverse changes in the interest rate environment may reduce interest
margins or adversely affect asset values of the combined company;
o changes in the market price of North Fork's common stock between March
31, 2000 and the date that the value of the North Fork common stock is
determined for purchase accounting purposes could result in the
recognition of higher levels of goodwill and other intangible assets
than those reflected in certain forward-looking financial information in
this document;
o general economic conditions, whether nationally or in the market areas
in which North Fork and Dime conduct business, may be less favorable
than expected;
o legislation or regulatory changes may adversely affect the businesses in
which North Fork and Dime are engaged; or
o adverse changes may occur in the securities markets.
See "Where You Can Find More Information" on page 4.
87
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
NORTH FORK
North Fork common stock is listed on the NYSE and traded under the symbol
"NFB." The following table sets forth, for the periods indicated, the high and
low reported sales prices per share of North Fork common stock on the NYSE
Composite Transactions reporting system, and the cash dividends declared per
share of North Fork common stock.
<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK (1)
---------------------
DIVIDENDS
HIGH LOW DECLARED (1)
--------- --------- -------------
<S> <C> <C> <C>
1998
First Quarter ................................. $26.67 $19.67 $0.125
Second Quarter ................................ 27.55 23.31 0.125
Third Quarter ................................. 27.44 18.00 0.125
Fourth Quarter ................................ 24.00 14.13 0.275
1999
First Quarter ................................. 24.13 20.75 0.15
Second Quarter ................................ 26.75 19.94 0.15
Third Quarter ................................. 22.38 17.69 0.15
Fourth Quarter ................................ 21.69 17.13 0.18
2000
First Quarter ................................. 18.25 14.44 0.18
Second Quarter (through May 12, 2000) ......... 18.75 15.56 --
</TABLE>
- ----------
(1) North Fork per share amounts for all applicable periods have been
restated to reflect the 3-for-2 common stock split effective May 15,
1998.
DIME
Dime common stock is listed on the NYSE and traded under the symbol "DME."
The following table sets forth, for the periods indicated, the high and low
reported sales prices per share of Dime common stock on the NYSE Composite
Transactions reporting system, and cash dividends declared per share of Dime
common stock.
<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK
---------------------
DIVIDENDS
HIGH LOW DECLARED
--------- --------- ----------
<S> <C> <C> <C>
1998
First Quarter ................................. $31.25 $23.00 $0.04
Second Quarter ................................ 32.50 27.63 0.05
Third Quarter ................................. 33.06 18.25 0.05
Fourth Quarter ................................ 28.00 17.13 0.05
1999
First Quarter ................................. 27.19 22.00 0.05
Second Quarter ................................ 25.13 19.81 0.06
Third Quarter ................................. 21.81 16.25 0.06
Fourth Quarter ................................ 19.69 14.75 0.06
2000
First Quarter ................................. 18.50 11.31 0.06
Second Quarter (through May 12, 2000) ......... 19.56 16.56 0.08
</TABLE>
NORTH FORK DIVIDEND POLICY
The holders of North Fork common stock receive dividends if and when
declared by the North Fork board of directors out of funds legally available
therefor. North Fork expects to continue paying quarterly cash dividends on
North Fork common stock. However, North Fork cannot be certain that its
dividend policy will remain unchanged after completion of the offer and the
merger. The declaration and payment of dividends after the offer and the merger
will depend upon business conditions, operating results, capital and reserve
requirements and the North Fork board of directors' consideration of other
relevant factors.
88
<PAGE>
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The following Pro Forma Condensed Combined Financial Statements
(Unaudited) are based upon the historical financial statements of North Fork,
Reliance, JSB and Dime, under the assumptions and adjustments set forth in the
accompanying notes. The North Fork Combined column includes: (i) the Reliance
merger, with respect to information as of and for the year ended December 31,
1999, and (ii) the JSB merger with respect to all periods presented. The North
Fork Combined pro forma financial information, including the related pro forma
adjustments, was previously filed in the April 14 Form 8-K and is incorporated
herein by reference. See "Where You Can Find More Information" on page 4. The
unaudited pro forma financial information with respect to the North Fork-Dime
merger is presented as of and for the year ended December 31, 1999.
The Pro Forma Condensed Combined Balance Sheet (Unaudited) gives effect to
the Reliance, JSB and North Fork-Dime mergers as if such transactions had
become effective as of December 31, 1999. The Pro Forma Condensed Combined
Statements of Income (Unaudited) give effect to (a) the JSB merger as if it had
been consummated at the beginning of the periods presented and (b) each of the
Reliance merger and the North Fork-Dime merger as if it had been consummated at
January 1, 1999. The pro forma information assumes that the North Fork-Dime
merger is accounted for using the purchase method of accounting.
North Fork has not had access to additional proprietary and confidential
corporate, financial and other information of Dime and has not had an
opportunity to undertake any due diligence procedures. Such information and
procedures may provide North Fork with additional information that could
materially affect the assumptions and pro forma adjustments and, accordingly,
the purchase price allocation and remaining net intangible assets.
Furthermore, the ultimate determination of the net intangible assets
recognized in connection with the acquisition of Dime may change significantly
from the amount assumed in the Pro Forma Condensed Combined Financial
Statements (Unaudited) and these differences may be material.
The Pro Forma Condensed Combined Financial Statements (Unaudited) are
provided for illustrative purposes only and do not purport to represent what
the actual consolidated results of operations or the consolidated financial
position of North Fork would have been had the acquisitions of Reliance, JSB
and/or Dime occurred on the respective dates assumed, nor is it necessarily
indicative of future consolidated operating results or financial position.
The Pro Forma Condensed Combined Financial Statements (Unaudited) do not
give effect to the estimated cost savings that are expected to result from
these transactions.
The Pro Forma Condensed Combined Financial Statements (Unaudited) should
be read in conjunction with the separate historical consolidated financial
statements and accompanying notes of North Fork, Reliance, JSB and Dime that
are incorporated herein by reference. See "Where You Can Find More Information"
on page 4. Certain Reliance, JSB and Dime financial information has been
reclassified to conform with North Fork's financial information.
89
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC. AND DIME BANCORP,
INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
(UNAUDITED)
DECEMBER 31, 1999
(dollars in thousands)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK COMBINED(1)
--------------- ---------------
<S> <C> <C>
ASSETS
Cash & Due from Banks ........................... $ 299,946 $ 341,893
Money Market Investments ........................ 63,767 117,266
Securities:
Available-for-Sale ............................. 3,592,917 4,617,876
Held-to-Maturity ............................... 1,229,703 1,659,169
----------- -----------
Total Securities .............................. 4,822,620 6,277,045
----------- -----------
Loans, net of Unearned Income and Fees .......... 6,617,130 8,881,597
Allowance for Loan Losses ...................... 68,595 83,570
----------- -----------
Net Loans ..................................... 6,548,535 8,798,027
----------- -----------
Premises & Equipment, Net ....................... 74,740 110,069
Accrued Interest Receivable ..................... 70,578 91,683
Mortgage Servicing Asset ........................ --
Intangible Assets ............................... 79,151 339,070
Other Assets .................................... 148,779 246,007
----------- -----------
TOTAL ASSETS .................................. $12,108,116 $16,321,060
=========== ===========
Liabilities and Stockholders' Equity
Demand Deposits ................................. $ 1,507,162 $ 1,622,242
Savings N.O.W. & Money Market Deposits .......... 2,965,125 4,238,473
Time Deposits ................................... 2,072,463 3,328,281
----------- -----------
Total Deposits ................................ 6,544,750 9,188,996
----------- -----------
Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase ................. 2,665,200 2,921,981
Other Borrowings ................................ 1,844,000 2,308,097
Accrued Expenses and Other Liabilities .......... 236,142 389,680
----------- -----------
Total Liabilities ............................. 11,290,092 14,808,754
Capital Securities .............................. 199,314 244,314
Stockholders' Equity
Preferred Stock ................................. -- --
Common Stock .................................... 362,816 1,733
Additional Paid in Capital ...................... 33,381 350,155
Retained Earnings ............................... 677,853 989,680
Accumulated Other Comprehensive Income --
Unrealized (Losses)/Gains on Securities
Available-for-Sale, net of taxes ............... (75,805) (36,889)
Deferred Compensation ........................... (28,007) (28,007)
Treasury Stock .................................. (351,528) (8,680)
----------- -----------
Total Stockholders' Equity .................... 618,710 1,267,992
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $12,108,116 $16,321,060
=========== ===========
Selected Capital Ratios:
Tier 1 Capital Ratio ............................ 11.48% 12.75%
Total Adjusted Capital Ratio .................... 12.45 13.96
Leverage Ratio .................................. 6.84 7.70
<PAGE>
<CAPTION>
NORTH FORK
PRO FORMA PRO FORMA COMBINED/DIME
DIME DEBITS CREDITS PRO FORMA
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
ASSETS
Cash & Due from Banks ........................... $ 414,289 $ 250,000 6 $ 220,408 2 $ 757,653
28,121 2b
Money Market Investments ........................ 18,166 135,432
Securities:
Available-for-Sale ............................. 4,178,408 149,706 8 4,885,050
4,049 2c 14,499 2a
1,338 7 11,859 7
199,969 8
1,840,000 6
2,000,000 5
Held-to-Maturity ............................... -- 1,659,169
----------- ------------- ------------- -----------
Total Securities .............................. 4,178,408 155,093 4,066,327 6,544,219
----------- ------------- ------------- -----------
Loans, net of Unearned Income and Fees .......... 16,940,721 261,264 8 25,561,054
Allowance for Loan Losses ...................... 140,296 223,866
----------- ------------- ------------- -----------
Net Loans ..................................... 16,800,425 -- 261,264 25,337,188
----------- ------------- ------------- -----------
Premises & Equipment, Net ....................... 207,373 317,442
Accrued Interest Receivable ..................... 104,473 196,156
Mortgage Servicing Asset ........................ 980,934 980,934
Intangible Assets ............................... 531,415 2,052,805 2a 1,603,362 2d 1,599,180
14,499 2c 214,603 8
510 7 104,000 6
28,121 2b
254,923 4
129,980 8
169,822 8
Other Assets .................................... 685,842 274 7 62,449 8 909,224
51,975 4 115,556 8
69,989 8 56,000 6
91,442 8 1,729 2c
571 2c
----------- ------------- ------------- -----------
TOTAL ASSETS .................................. $23,921,325 $ 3,269,433 $ 6,734,390 $36,777,428
=========== ============= ============= ===========
Liabilities and Stockholders' Equity
Demand Deposits ................................. $ 1,257,547 54,060 8 $ 2,649,373
176,356 6
Savings N.O.W. & Money Market Deposits .......... 6,422,698 276,099 8 9,484,364
900,708 6
Time Deposits ................................... 6,581,204 922,936 6 8,986,549
----------- ------------- ------------- -----------
Total Deposits ................................ 14,261,449 2,330,159 -- 21,120,286
----------- ------------- ------------- -----------
Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase ................. 1,106,067 4,028,048
Other Borrowings ................................ 6,487,706 2,000,000 5 6,795,803
Accrued Expenses and Other Liabilities .......... 397,779 -- 306,898 4 1,094,357
----------- ------------- ------------- -----------
Total Liabilities ............................. 22,253,001 4,330,159 306,898 33,038,494
Capital Securities .............................. 152,219 11,075 7 385,458
Stockholders' Equity
Preferred Stock ................................. -- 250,000 6 250,000
Common Stock .................................... 1,203 1,203 2d 1,025 2a 2,758
Additional Paid in Capital ...................... 1,166,530 1,166,530 2d 1,831,372 2a 2,181,527
Retained Earnings ............................... 670,343 670,343 2d 989,680
Accumulated Other Comprehensive Income --
Unrealized (Losses)/Gains on Securities
Available-for-Sale, net of taxes ............... (87,257) 87,257 8 (33,802)
2,320 2c
767 2c
Deferred Compensation ........................... (4,679) 4,679 2d (28,007)
Treasury Stock .................................. (230,035) 230,035 2d (8,680)
----------- ------------- ------------- -----------
Total Stockholders' Equity .................... 1,516,105 1,838,076 2,407,455 3,353,476
----------- ------------- ------------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $23,921,325 $ 6,179,310 $ 2,714,353 $36,777,428
=========== ============= ============= ===========
Selected Capital Ratios:
Tier 1 Capital Ratio ............................ 7.77% 9.43%
Total Adjusted Capital Ratio .................... 8.66 10.53
Leverage Ratio .................................. 5.40 6.36
</TABLE>
- ----------
(1) As previously reported on the April 14 Form 8-K.
90
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC. AND DIME BANCORP,
INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1999
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK PRO FORMA PRO FORMA NORTH FORK
NORTH FORK COMBINED DIME DEBITS CREDITS PRO FORMA
------------ ------------ ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Interest Income ........................ $817,746 $1,081,774 $1,419,098 $ 288,000 5,6 $ 101,310 8 $2,314,182
Interest Expense ....................... 368,440 496,911 840,613 59,429 8 235,000 5,6 1,161,953
-------- ---------- ---------- ----------- ----------- ----------
Net Interest Income ................... 449,306 584,863 578,485 347,429 336,310 1,152,229
Provision for Loan Losses .............. 6,000 6,163 29,500 35,663
-------- ---------- ---------- ----------- ----------- ----------
Net Interest Income after Provision
for Loan Losses ..................... 443,306 578,700 548,985 347,429 336,310 1,116,566
Non-Interest Income .................... 73,017 84,812 568,243 653,055
Other Non-Interest Expense ............. 152,043 215,862 589,470 -- 805,332
Capital Securities Costs ............... 16,843 20,929 -- 20,929
Amortization of Intangible Assets ...... 8,408 21,404 18,520 63,005 3 18,520 3 84,409
Amortization of Mortgage Servicing
Assets ................................ -- -- 122,786 122,786
-------- ---------- ---------- ----------- ----------- ----------
Income before Income Taxes and
Extraordinary Items ................. 339,029 405,317 386,452 410,434 354,830 736,165
Provision for Income Taxes ............. 118,660 151,967 142,512 18,550 5,6 275,929
-------- ---------- ---------- ----------- ----------- ----------
Net Income before Extraordinary
Items ............................... 220,369 253,350 243,940 410,434 373,380 460,236
-------- ---------- ---------- ----------- ----------- ----------
Extraordinary Items -- Losses on
Early Extinguishment Of Debt, net of
tax ................................... -- -- (4,127) -- -- (4,127)
-------- ---------- ---------- ----------- ----------- ----------
Net Income ............................ 220,369 253,350 239,813 410,434 373,380 456,109
Preferred Dividends .................... -- -- -- 18,750 6 18,750
-------- ---------- ---------- ----------- ----------- ----------
Net Income for Common
Shareholders ........................ $220,369 $ 253,350 $ 239,813 $ 429,184 $ 373,380 $ 437,359
======== ========== ========== =========== =========== ==========
Basic Earnings per Common Share:
Income before Extraordinary Items...... $ 1.63 $ 1.49 $ 2.19 $ 1.68
Net Income ............................ $ 1.63 $ 1.49 $ 2.15 $ 1.66
Diluted Earnings per Common Share:
Income before Extraordinary Items...... $ 1.62 $ 1.47 $ 2.17 $ 1.58
Net Income ............................ $ 1.62 $ 1.47 $ 2.13 $ 1.57
Earnings per Share after Preferred
Dividends:
Basic ................................. $ 1.63 $ 1.49 $ 2.15 $ 1.60
Diluted ............................... $ 1.62 $ 1.47 $ 2.13 $ 1.50
Weighted Average Shares
Outstanding -- Basic ................ 135,025 170,436 111,355 274,018 9
Weighted Average Shares
Outstanding -- Diluted .............. 135,865 172,731 112,533 290,785 9
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
91
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH JSB FINANCIAL, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK COMBINED
------------ -----------
<S> <C> <C>
Interest Income .............................................. $753,100 $870,913
Interest Expense ............................................. 328,456 366,932
-------- --------
Net Interest Income ......................................... 424,644 503,981
Provision for Loan Losses .................................... 15,500 15,551
-------- --------
Net Interest Income after Provision for Loan Losses ......... 409,144 488,430
Non-Interest Income .......................................... 64,318 70,166
Other Non-Interest Expense ................................... 146,607 174,065
Capital Securities Costs ..................................... 16,843 16,843
Amortization and Write-down of Intangible Assets ............. 14,479 14,479
Merger Related Restructure Charge ............................ 52,452 52,452
-------- --------
Income before Income Taxes .................................. 243,081 300,757
Provision for Income Taxes ................................... 75,106 88,394
-------- --------
Net Income .................................................. $167,975 $212,363
======== ========
Earnings per Share -- Basic .................................. $ 1.19 $ 1.25
Earnings per Share -- Diluted ................................ $ 1.18 $ 1.23
Weighted Average Shares Outstanding -- Basic ................. 140,706 170,085
Weighted Average Shares Outstanding -- Diluted ............... 141,766 171,988
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
92
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH JSB FINANCIAL, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK COMBINED
------------ -----------
<S> <C> <C>
Interest Income .............................................. $724,424 $834,035
Interest Expense ............................................. 326,803 366,677
-------- --------
Net Interest Income ......................................... 397,621 467,358
Provision for Loan Losses .................................... 8,100 8,748
-------- --------
Net Interest Income after Provision for Loan Losses ......... 389,521 458,610
Non-Interest Income .......................................... 59,322 79,382
Other Non-Interest Expense ................................... 157,182 184,616
Capital Securities Costs ..................................... 9,235 9,235
Amortization of Intangible Assets ............................ 7,292 7,292
-------- --------
Income before Income Taxes .................................. 275,134 336,849
Provision for Income Taxes ................................... 104,613 129,238
-------- --------
Net Income .................................................. $170,521 $207,611
======== ========
Earnings Per Share -- Basic .................................. $ 1.24 $ 1.25
Earnings Per Share -- Diluted ................................ $ 1.22 $ 1.22
Weighted Average Shares Outstanding -- Basic ................. 136,761 166,335
Weighted Average Shares Outstanding -- Diluted ............... 139,333 169,903
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
93
<PAGE>
NOTES TO
THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Note (1) Basis of Presentation
The pro forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would have
resulted had the Reliance merger and the North Fork-Dime merger become
effective as of January 1, 1999 or had the JSB merger become effective at the
beginning of any of the periods presented. The pro forma information presented
is not necessarily indicative of the results of operations in future periods or
the future financial position of the combined entities. We have assumed that
the North Fork-Dime merger will be completed during the third quarter of 2000.
The North Fork-Dime merger will be accounted for under the purchase method
of accounting and, as such, the assets and liabilities of Dime will be recorded
at their estimated fair values. The Pro Forma Condensed Combined Balance Sheet
(Unaudited) reflects estimated adjustments necessary to allocate a portion of
the purchase price paid for Dime to the individual assets acquired and
liabilities assumed in the North Fork-Dime merger. The remaining purchase price
in excess of the fair value of the assets and liabilities acquired has been
reflected as an intangible asset.
The Pro Forma Condensed Combined Balance Sheet (Unaudited) gives effect to
the North Fork-Dime merger as if the transaction had become effective as of
December 31, 1999. The Pro Forma Condensed Combined Statements of Income
(Unaudited) give effect to the North Fork-Dime merger as if the transaction had
become effective as of January 1, 1999.
The North Fork Combined pro forma financial information included in the
Pro Forma Condensed Combined Financial Statements (Unaudited) includes: (i) the
Reliance merger, with respect to information for the year ended December 31,
1999, and (ii) the JSB merger with respect to all periods presented. The
details regarding the pro forma adjustments for the North Fork Combined pro
forma financial information are set forth in the April 14 Form 8-K, which is
incorporated herein by reference. See "Where You Can Find More Information" on
page 4.
Note (2)
The terms of the North Fork-Dime merger reflect an $18.63 per share
purchase price consisting of 0.9302 shares of North Fork common stock and $2.00
net in cash per share for each of the 110,894,870 Dime shares outstanding as of
December 31, 1999 (reduced by the 690,900 shares of Dime common stock owned by
North Fork). The equivalent number of North Fork shares to be issued is
102,511,733. The cash consideration is approximately $220.4 million or $2.00
per share.
Pro forma adjustments to stockholders' equity at December 31, 1999 reflect
the North Fork-Dime merger accounted for in accordance with the purchase method
of accounting through:
(a) The issuance of 102,511,733 shares of North Fork common stock at
$17.875 (the closing price of North Fork common stock on March 31,
2000) in exchange for the 110,203,970 outstanding common shares of Dime
based on the exchange ratio of 0.9302. This excludes the 690,900 shares
of Dime common stock owned by North Fork in its Available-For-Sale
portfolio at an average per share cost of $20.99, which are assumed to
be retired at cost.
(b) A cash payment of $28.1 million for the satisfaction of a portion of
the Dime stock options outstanding at December 31, 1999. Based on
information set forth in Dime's December 31, 1999 Form 10-K,
approximately 4.0 million of Dime's outstanding 7.9 million stock
options have strike prices below $18.63. The weighted average strike
price of these 4.0 million options is estimated to be $11.59. All of
the aforementioned options are assumed to be satisfied by cash payments
for the excess of $18.63 over the estimated $11.59 strike price and no
tax benefit has been recognized.
(c) The entire investment portfolio is recorded at the fair value as
detailed in Note (8), therefore, Dime's Available-For-Sale mark to
market, which is included in Available-for-Sale Securities, Other
Assets and Accumulated Other Comprehensive Income, is reversed.
94
<PAGE>
(d) The elimination of Dime stockholders' equity at December 31, 1999.
Note (3)
The North Fork-Dime merger results in an increase in the consolidated
intangible assets of $1,260.1 million. The items that give rise to the increase
are detailed below and are more fully described in the detailed components in
Notes (4) through (8). The incremental intangible asset will be amortized on a
straight-line basis over a 20-year period.
A reconciliation of the excess consideration paid by North Fork over the
fair value of Dime's net assets acquired is as follows (in thousands):
<TABLE>
<S> <C> <C>
North Fork Common Stock (102,511,733 shares at $17.875 per
share) ............................................................. $1,832,397
Cash consideration at $2.00 per share ............................... 220,408
North Fork Investment in Dime, at cost (690,900 shares at
$20.99 per share)................................................... 14,499
Cash Payments for Exercise of Options ............................... 28,122
Transaction Costs, Net of Taxes ..................................... 254,922
Other Items, net .................................................... 510
----------
Total Consideration Paid ...................................... $2,350,858
Dime Equity ...................................................... 1,516,105
Historical Goodwill .............................................. (531,415)
Historical Available-For-Sale mark-to-market, net of tax ......... 87,257
Fair value adjustments to Assets/Liabilities, net of tax ......... (85,198)
---------
Subtotal ........................................................ 986,749
----------
Consideration in excess of Dime Tangible Book Value,
as adjusted .................................................. 1,364,109
Less: Gain on Sale of Branches, net of taxes ..................... (104,000)
----------
Net Intangible Asset Recognized in Dime Acquisition ................. $1,260,109
==========
</TABLE>
Note (4)
Transaction costs of approximately $306.9 million, net of $56.1 million in
related tax benefits, will be incurred upon consummation of the North Fork-Dime
merger and reflected as a component of the purchase price for financial
reporting purposes. A summary of the transaction costs, based on North Fork's
preliminary estimates, is as follows:
<TABLE>
<CAPTION>
EXPECTED COSTS
---------------
TYPE OF COST
- ------------ (IN THOUSANDS)
<S> <C>
Transaction Costs .................................................. $118,140
Change in Control and Severance Agreements for Dime Senior Officers. 108,200
Other Employee Compensation and Severance Costs .................... 39,208
Facilities and Systems Costs ....................................... 32,500
Other Merger Related Costs ......................................... 8,850
--------
Total Pre-Tax Transaction Costs ................................. 306,898
Less: Related Tax Benefit .......................................... 56,051
Add: State and Local Tax Bad Debt Recapture, Net of Federal Benefit (4,076)
--------
Total Transaction Costs, Net of Taxes .............................. $254,923
========
</TABLE>
Transaction costs consist primarily of investment banking, legal fees,
other professional fees, expenses associated with shareholder and customer
notifications and an estimate of the fees associated
95
<PAGE>
with the termination of the proposed Dime-Hudson merger transaction. Other
employee compensation and severance costs consist primarily of employee
severance, transitional staffing and related employee benefit expenses.
Facility and system costs consist primarily of lease termination charges and
equipment write-offs resulting from the consolidation of duplicate headquarters
and operational facilities. Also reflected are estimates of the costs
associated with the potential cancellation of certain data and item processing
contracts and the deconversion of Dime's computer systems. Other merger related
costs arise primarily from the application of North Fork's accounting practices
to the accounts of Dime and other expenses associated with the integration of
operations. Refinements to the foregoing estimates may occur subsequent to the
completion of the Dime merger.
The effect of the transaction costs has been reflected in the Pro Forma
Condensed Combined Balance Sheet (Unaudited) as of December 31, 1999; however,
it has not been reflected in the Pro Forma Condensed Combined Statements of
Income (Unaudited). Although no assurance can be given, North Fork estimates
that cost savings will be achieved at an annual rate of approximately $100.0
million on an after-tax basis beginning in 2001 as a result of steps to be
taken to integrate operations and to achieve efficiencies in certain combined
lines of business. The pro forma financial information does not give effect to
these estimated cost savings.
The transaction costs and merger related cost savings were determined
based upon preliminary estimates. North Fork was unable to discuss any of these
estimates with Dime management and has had no access to internal information
about its operations. North Fork relied on publicly-available information
concerning Dime, its general knowledge of the markets in which North Fork and
Dime compete and past experience with respect to its own operations and the
integration of acquired financial institutions. See "Reasons for the North Fork
Offer" beginning on page 30.
Note (5)
Reflects the liquidation of $3.84 billion in Available-For-Sale
securities, with $2.0 billion in proceeds utilized to reduce short-term
liabilities of the combined company. These securities, with a weighted average
yield of 7.50%, are assumed to be liquidated at their respective book values.
The borrowings to be repaid are assumed to have a weighted average cost of
funds of 6.25%. The pre-tax net income adjustment is $25.0 million on an annual
basis. The after tax amount of $16.3 million is calculated utilizing North
Fork's effective tax rate of 35%. The balance of the proceeds will fund the
$1.84 billion payment to FleetBoston made in connection with the branch sale
and $2.0 billion of deposit liabilities FleetBoston will assume as described
more fully in Note (6).
Note (6)
Reflects the issuance of $250.0 million of Series B Non-Cumulative
Convertible Preferred Stock (the "Preferred Stock") and Common Stock Purchase
Rights. The Preferred Stock will have a 7.50% annual dividend ($18.8 million on
an annual basis) to be paid quarterly and is convertible at $18.69 per share
into 13.4 million shares of North Fork common stock. The Preferred Stock is
callable at par by North Fork on the third anniversary of the issue date and
will qualify for Tier 1 capital. The Common Stock Purchase Rights provide the
holder with the right to purchase 7.5 million shares of North Fork common stock
at a price of $17.88 per share. The Pro Forma Condensed Combined Balance Sheet
(Unaudited) does not reflect any exercise of these Common Stock Purchase
Rights. The Preferred Stock and Common Stock Purchase Rights will be purchased
by FleetBoston concurrently with North Fork's purchase of Dime common stock in
the offer. The proceeds from the sale of the Preferred Stock and Common Stock
Purchase Rights is utilized to fund the $220.4 million cash component of the
purchase consideration and the $28.1 million cash payout for the Dime stock
options.
In addition to purchasing the Preferred Stock and Common Stock Purchase
Rights, FleetBoston has committed to purchase from North Fork 17 branches of
Dime (5 in Suffolk County, 7 in Nassau County and 5 in Manhattan). The deposit
liabilities to be assumed in the branch purchases by FleetBoston are
approximately $2.0 billion. FleetBoston will pay an 8.00% premium on the
assumed liabilities. The after tax gain on this sale is approximately $104.0
million and will be recorded as a reduction to the incremental goodwill created
in the transaction.
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The Pro Forma Condensed Combined Statement of Income (Unaudited) for the
year ended December 31, 1999 reflects the effect on income from the sale of the
branches, the transfer of $2.0 billion in liabilities and the resultant
liquidation of $1.84 billion in securities due to the 8.00% premium on the
transferred deposit liabilities. The pre-tax net income adjustment of $28.0
million on an annual basis assumes a weighted average yield of 7.50% on the
securities and a cost of liabilities, including branch overhead, of 5.50%. The
after tax amount of $18.2 million is calculated utilizing North Fork's
effective tax rate of 35%.
Note (7)
Reflects the elimination of $11.075 million in Dime Capital Securities
owned by North Fork in its Available-For-Sale portfolio, at a fair value of
$10.521 million (the amortized cost is $11.860 million). The difference between
North Fork's amortized cost and the amount reflected by Dime as Capital
Securities is $0.785 million and is reflected as an adjustment to goodwill
totaling $0.510 million, net of tax.
Note (8)
The financial assets and liabilities of Dime have been adjusted to fair
market value utilizing assumptions regarding North Fork management's best
estimate of the composition of the underlying instruments, current interest
rate environment and general market conditions. These instruments are sensitive
to many factors, including changes in market interest rates, and the value of
the adjustments may change between now and the date of consummation of the Dime
acquisition based on additional information.
The estimated fair value of Dime's $16.8 billion loan portfolio, including
the $1.7 billion of loans held for sale, is approximately $16.5 billion or a
discount of approximately 1.6%. The approximate pre-tax discount of $261.3
million is reflected as a reduction in the loan carrying value with the after
tax amount of $169.9 million reflected as an adjustment to goodwill. This
discount was derived from the fair value of loans as detailed in Dime's
December 31, 1999 Form 10-K.
The Investment Portfolio was initially restated back to amortized
historical cost and the Available-For-Sale mark to market of $149.7 million,
pre-tax, or $87.3 million after tax was reflected as an adjustment to Dime
equity. The Investment Portfolio with an amortized cost of approximately $4.0
billion, exclusive of $328 million of Federal Home Loan Bank stock (valued at
par), has an estimated fair value of $3.8 billion or a discount of
approximately 5.00%. The approximate discount of $200.0 million is reflected as
a reduction to the carrying value of the Available-For-Sale portfolio with the
after tax amount of $130.0 million reflected as an adjustment to goodwill. This
discount approximates management's reasonable estimate utilizing market
experience with its securities portfolios and past experience and knowledge
with similar types of assets.
Management's best estimate of the core deposit intangible to be recorded,
which is a measure of the value of consumer demand and savings deposits to be
assumed, approximates $330.2 million, or 5.00% of Dimes core deposits. The core
deposits (total deposits, net of time deposits) represent approximately 54% of
Dime's total deposits. The amount of core deposits was reduced by an estimate
of the core deposits to be sold to FleetBoston. The pre-tax amount is reflected
as an adjustment to the carrying value of the liabilities with the after tax
amount of $214.6 million reflected as an adjustment to goodwill. The borrowing
liabilities are principally short term in nature and their fair value is
assumed to approximate the carrying value of the liabilities.
The Pro Forma Condensed Combined Statement of Income (Unaudited) for the
year ended December 31, 1999 reflects adjustments to recognize the accretion of
fair value discounts over the estimated lives of the underlying instruments.
The accretion of the discount for the loans and securities is reflected as a
yield adjustment to interest income on a basis that approximates a level yield.
The fair value adjustment for deposits is amortized on an accelerated basis
over 10 years using the sum of the years digits method.
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Note (9)
The pro forma weighted average shares outstanding for the year ended
December 31, 1999 reflects: (a) an exchange ratio of 0.9302 shares of North
Fork common stock for each average share of Dime common stock outstanding
during such periods (Dime options remaining with strike prices above the
implied $18.63 offer price are assumed to have no dilutive effect on pro forma
weighted average shares outstanding); and (b) the pro forma weighted average
common stock equivalents of the $250 million in Preferred Stock at a price of
$18.69 (13.376 million common stock equivalents). All outstanding Common Stock
Purchase Rights at a strike price of $17.88 are assumed to have no dilutive
effect on the pro forma weighted average shares outstanding.
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SCHEDULE A
DIRECTORS AND OFFICERS OF NORTH FORK
The name, business address, present principal occupation or employment and
five-year employment history of each of the directors and executive officers of
North Fork are set forth below. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to employment with North Fork and
each individual has held such occupation for at least the last five years. Each
individual's business address is 275 Broadhollow Road, Melville, New York
11747. Each director and executive officer listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT; FIVE-YEAR EMPLOYMENT HISTORY
- -------------------------------- ----- ---------------------------------------------
<S> <C> <C>
Park T. Adikes ................. 68 Director of North Fork since 2000. Former
Chairman and Chief Executive Officer of
JSB Financial, Inc.
John Bohlsen ................... 57 Director of North Fork since 1986. Vice
Chairman of the Company and North Fork
Bank; President, The Helm Development
Corp. (real estate company)
Irvin L. Cherashore ............ 64 Director of North Fork since 1997. Director
of Winchester Group, Inc. (money
management and institutional brokerage
company); Former Director of North Side
Savings Bank.
Allan C. Dickerson ............. 68 Director of North Fork since 1988. Former
President of Roy H. Reeve Agency, Inc.
(general insurance company) (1975-1994).
Lloyd A. Gerard ................ 68 Director of North Fork since 1981. Antique
dealer and auctioneer.
Daniel M. Healy ................ 57 Director of North Fork since 2000. Executive
Vice President and Chief Financial Officer
of the Company and Executive Vice
President of North Fork Bank.
John Adam Kanas ................ 53 Director of North Fork since 1981.
Chairman, President and Chief Executive
Officer of the Company and North Fork
Bank.
Patrick E. Malloy, III ......... 57 Director of North Fork since 1998. Former
Chairman of New York Bancorp Inc.;
President Malloy Enterprises, Inc. (private
investment company).
Raymond A. Nielsen ............. 49 Director of North Fork since 2000. Former
President and Chief Executive Officer of
Reliance Bancorp, Inc.
James F. Reeve ................. 59 Director of North Fork since 1988. President
of Harold R. Reeve & Sons, Inc. (general
construction company).
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT; FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ----- ---------------------------------------------
<S> <C> <C>
George H. Rowsom .............. 64 Director of North Fork since 1981. President
of S.T. Preston & Son, Inc. (retail marine
supplies company).
Dr. Kurt R. Schmeller ......... 62 Director of North Fork since 1994. Former
President of Queens Borough Community
College, CUNY.
Raymond W. Terry, Jr. ......... 69 Director of North Fork since 1988. Former
Chairman and President of Southold Savings
Bank.
</TABLE>
A-2
<PAGE>
SCHEDULE B
OWNERSHIP OF SHARES OF CERTAIN
BENEFICIAL OWNERS AND NORTH FORK MANAGEMENT
Set forth below is certain information concerning beneficial ownership of
North Fork common stock, as of March 1, 2000, by (i) each director of North
Fork, (ii) each executive officer of North Fork, and (iii) all executive
officers and directors of North Fork as a group. As of the North Fork record
date there was no person known by the North Fork board of directors to be the
beneficial owner of more than 5% of the outstanding shares of North Fork common
stock.
<TABLE>
<CAPTION>
PERCENTAGE
NAME NUMBER OF SHARES (1) BENEFICIALLY OWNED
- ----------------------------------------------------------------- ---------------------- -------------------
<S> <C> <C>
John Adam Kanas (2) ............................................. 2,179,961 1.25%
Park T. Adikes (3) .............................................. 1,883,124 1.08%
John Bohlsen (4) ................................................ 956,854 *
Daniel M. Healy (5) ............................................. 690,152 *
Irvin L. Cherashore ............................................. 63,204 *
Allan C. Dickerson (6) .......................................... 50,451 *
Lloyd A. Gerard (7) ............................................. 180,904 *
Patrick E. Malloy, III .......................................... 2,580,177 1.49%
Raymond A. Nielsen (8) .......................................... 490,730 *
James F. Reeve (9) .............................................. 173,554 *
George H. Rowsom (10) ........................................... 28,558 *
Kurt R. Schmeller ............................................... 78,190 *
Raymond W. Terry, Jr.(11) ....................................... 114,000 *
All executive officers and directors as a group (13 persons) (12) 9,469,859 5.46%
</TABLE>
- ----------
* Less than 1%
(1) Beneficial ownership of shares, as determined in accordance with
applicable SEC rules, includes shares as to which a person directly or
indirectly has or shares voting power and/or investment power (which
includes the power to dispose) and all shares which the person has a
right to acquire within 60 days of the reporting date. Further, with
respect to Messrs. Kanas, Bohlsen and Healy, the number of shares
beneficially owned includes shares held in North Fork's 401(k) plan as of
December 31, 1999.
(2) Includes 740,136 shares of restricted stock and options to purchase
472,497 shares previously granted to Mr. Kanas under North Fork's
compensatory stock plans, 25,300 shares held by him in joint tenancy with
his wife, 62,823 shares held by his wife, 14,900 shares held by his
dependent children, 400 shares held by his wife in joint tenancy with his
son, and 400 shares held by his wife as custodian for their son. Excludes
125,000 shares held by the John A. Kanas and Elaine M. Kanas Family
Foundation, a charitable foundation established by Mr. Kanas that is
qualified under section 501(c)(3) of the Internal Revenue Code, as to
which Mr. Kanas disclaims beneficial ownership.
(3) Includes 20,115 shares held in Mr. Adikes' account under the former JSB
Financial, Inc. Employee Stock Ownership Plan, 166,440 shares held by Mr.
Adikes' wife, 135,000 shares held in family trust and options to purchase
563,139 shares received by Mr. Adikes upon conversion of his options to
purchase shares of JSB Financial, Inc. in connection with the merger of
JSB Financial, Inc. into North Fork on February 29, 2000. Mr. Adikes
initially received such options under the former JSB Financial, Inc.
compensatory stock plans.
(4) Includes 269,899 shares of restricted stock and options to purchase
212,191 shares previously granted to Mr. Bohlsen under North Fork's
compensatory stock plans, 2,568 shares held by his wife and 34,015 shares
held by his dependent children. Excludes 38,038 shares held by the John
and Linda Bohlsen Family Foundation, a charitable foundation established
by Mr. Bohlsen that is qualified under section 501(c)(3) of the Internal
Revenue Code, as to which Mr. Bohlsen disclaims beneficial ownership.
B-1
<PAGE>
(5) Includes 145,985 shares of restricted stock and options to purchase
227,020 shares previously granted to Mr. Healy under North Fork's
compensatory stock options, 9,000 shares held by his wife and 6,000
shares held in his name as custodian for a daughter.
(6) Includes 24,483 shares held by Mr. Dickerson's wife.
(7) Includes 6,093 shares held by Mr. Gerard in joint tenancy with his
daughter, 3,000 shares held by his wife and 300 shares held by his wife
in her capacity as custodian for a granddaughter.
(8) Includes 1,000 shares held by Mr. Nielsen's wife in an Individual
Retirement Account and options to purchase 136,896 shares received by Mr.
Nielsen upon conversion of his options to purchase shares of Reliance
Bancorp Inc. in connection with the merger of Reliance Bancorp Inc. into
North Fork on February 18, 2000. Mr. Nielsen initially received such
options under the former Reliance Bancorp Inc. compensatory stock plans.
(9) Includes 55,625 shares held by Mr. Reeve's wife.
(10) Includes 3,000 shares held by Mr. Rowsom in joint tenancy with his wife,
939 shares held by his wife and 9,000 shares held by the S.T. Preston &
Sons, Inc. Profit Sharing Trust, in which Mr. Rowsom shares voting power
with two others.
(11) Includes 51,000 shares held by Mr. Terry.
(12) Includes 1,156,020 shares of restricted stock and options to purchase an
aggregate of 1,611,743 shares previously granted to such persons under
North Fork's compensatory stock plans.
B-2
<PAGE>
SCHEDULE C
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW BUSINESS
COMBINATIONS WITH INTERESTED STOCKHOLDERS
(a) Notwithstanding any other provisions of this chapter, a corporation shall
not engage in any business combination with any interested stockholder for
a period of 3 years following the time such stockholder became an
interested stockholder, unless:
(1) prior to such time the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, or
(2) upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or
(3) at or subsequent to such time the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) the corporation's original certificate of incorporation contains a
provision expressly electing not to be governed by this section;
(2) the corporation, by action of its board of directors, adopts an
amendment to its bylaws within 90 days of the effective date of this section,
expressly electing not to be governed by this section, which amendment shall
not be further amended by the board of directors;
(3) the corporation, by action of its stockholders, adopts an amendment to
its certificate of incorporation or bylaws expressly electing not to be
governed by this section, provided that, in addition to any other vote required
by law, such amendment to the certificate of incorporation or bylaws must be
approved by the affirmative vote of a majority of the shares entitled to vote.
An amendment adopted pursuant to this paragraph shall be effective immediately
in the case of a corporation that both (i) has never had a class of voting
stock that falls within any of the three categories set out in subsection
(b)(4) hereof, and (ii) has not elected by a provision in its original
certificate of incorporation or any amendment thereto to be governed by this
section. In all other cases, an amendment adopted pursuant to this paragraph
shall not be effective until 12 months after the adoption of such amendment and
shall not apply to any business combination between such corporation and any
person who became an interested stockholder of such corporation on or prior to
such adoption. A bylaw amendment adopted pursuant to this paragraph shall not
be further amended by the board of directors;
(4) the corporation does not have a class of voting stock that is (i)
listed on a national securities exchange, (ii) authorized for quotation on the
NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders,
unless any of the foregoing results from action taken, directly or indirectly,
by an interested stockholder or from a transaction in which a person becomes an
interested stockholder;
(5) a stockholder becomes an interested stockholder inadvertently and (i)
as soon as practicable divests itself of ownership of sufficient shares so that
the stockholder ceases to be an interested stockholder and (ii) would not, at
any time within the 3 year period immediately prior to a business combination
between the corporation and such stockholder, have been an interested
stockholder but for the inadvertent acquisition of ownership;
(6) the business combination is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or the
notice required hereunder of a proposed transaction which (i) constitutes one
of the transactions described in the second sentence of this
C-1
<PAGE>
paragraph; (ii) is with or by a person who either was not an interested
stockholder during the previous 3 years or who became an interested stockholder
with the approval of the corporation's board of directors or during the period
described in paragraph (7) of this subsection (b); and (iii) is approved or not
opposed by a majority of the members of the board of directors then in office
(but not less than 1) who were directors prior to any person becoming an
interested stockholder during the previous 3 years or were recommended for
election or elected to succeed such directors by a majority of such directors.
The proposed transactions referred to in the preceding sentence are limited to
(x) a merger or consolidation of the corporation (except for a merger in
respect of which, pursuant to section 251 (f) of the chapter, no vote of the
stockholders of the corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a series
of transactions), whether as part of a dissolution or otherwise, of assets of
the corporation or of any direct or indirect majority-owned subsidiary of the
corporation (other than to any direct or indirect wholly-owned subsidiary or to
the corporation) having an aggregate market value equal to 50% or more of
either that aggregate market value of all of the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation; or (z) a proposed tender or exchange
offer for 50% or more of the outstanding voting stock of the corporation. The
corporation shall give not less than 20 days notice to all interested
stockholders prior to the consummation of any of the transactions described in
clauses (x) or (y) of the second sentence of this paragraph; or
(7) The business combination is with an interested stockholder who became
an interested stockholder at a time when the restrictions contained in this
section did not apply by reason of any paragraphs (1) through (4) of this
subsection (b), provided, however, that this paragraph (7) shall not apply if,
at the time such interested stockholder became an interested stockholder, the
corporation's certificate of incorporation contained a provision authorized by
the last sentence of this subsection (b).
Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection, a
corporation may elect by a provision of its original certificate of
incorporation or any amendment thereto to be governed by this section; provided
that any such amendment to the certificate of incorporation shall not apply to
restrict a business combination between the corporation and an interested
stockholder of the corporation if the interested stockholder became such prior
to the effective date of the amendment.
(c) As used in this section only, the term;
(1) "affiliate," means a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, another person.
(2) "associate," when used to indicate a relationship with any person,
means (i) any corporation, partnership, unincorporated association or other
entity of which such person is a director, officer or partner or is, directly
or indirectly, the owner of 20% or more of any class of voting stock, (ii) any
trust or other estate in which such person has at least a 20% beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity, and (iii) any relative or spouse of such person, or any relative of
such spouse, who has the same residence as such person.
(3) "business combination," when used in reference to any corporation and
any interested stockholder of such corporation, means:
(i) any merger or consolidation of the corporation or any direct or
indirect majority-owned subsidiary of the corporation with (A) the
interested stockholder, or (B) with any other corporation,
partnership, unincorporated association or other entity if the
merger of consolidation is caused by the interested stockholder
and as a result of such merger or consolidation subsection (a) of
this section is not applicable to the surviving entity;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions),
except proportionately as a stockholder of such corporation, to or
with the interested stockholder, whether as part of a dissolution
or otherwise, of assets of the corporation or of any direct or
indirect majority-owned subsidiary of the corporation which assets
have an aggregate market value equal to 10% or more of either the
aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value
of all the outstanding stock of the corporation;
C-2
<PAGE>
(iii) any transaction which results in the issuance or transfer by the
corporation or by any direct or indirect majority-owned subsidiary
of the corporation of any stock of the corporation or of such
subsidiary to the interested stockholder, except (A) pursuant to
the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into stock of such
corporation or any such subsidiary which securities were
outstanding prior to the time that the interested stockholder
became such, (B) pursuant to a merger under Section 251(g) of this
title; (C) pursuant to a dividend or distribution paid or made, or
the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into stock of such
corporation or any such subsidiary which security is distributed,
pro rata to all holders of a class or series of stock of such
corporation subsequent to the time the interested stockholder
became such, (D) pursuant to an exchange offer by the corporation
to purchase stock made on the same terms to all holders of said
stock, or (E) any issuance or transfer of stock by the
corporation, provided however, that in no case under (C)-(E) above
shall there be an increase in the interested stockholder's
proportionate share of the stock of any class or series of the
corporation or of the voting stock of the corporation;
(iv) any transaction involving the corporation or any direct or
indirect majority-owned subsidiary of the corporation which has
the effect, directly or indirectly, of increasing the
proportionate share of the stock of any class or series, or
securities convertible into the stock of any class or series, of
the corporation or of any such subsidiary which is owned by the
interested stockholder, except as a result of immaterial changes
due to fractional share adjustments or as a result of any purchase
or redemption of any shares of stock not caused, directly or
indirectly, by the interested stockholder; or
(v) any receipt by the interested stockholder of the benefit, directly
or indirectly (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other
financial benefits (other than those expressly permitted in
subparagraphs (i)-(iv) above) provided by or through the
corporation or any direct or indirect majority owned subsidiary.
(4) "control," including the term "controlling," "controlled by" and
"under common control with," means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting stock, by contract, or
otherwise. A person who is the owner of 20% or more of the outstanding voting
stock of any corporation, partnership, unincorporated association or other
entity shall be presumed to have control of such entity, in the absence of
proof by a preponderance of the evidence to the contrary. Notwithstanding the
foregoing, a presumption of control shall not apply where such person holds
voting stock, in good faith and not for the purpose of circumventing this
section, as an agent, bank, broker, nominee, custodian or trustee for one or
more owners who do not individually or as a group have control of such entity.
(5) "interested stockholder" means any person (other than the corporation
and any direct or indirect majority-owned subsidiary of the corporation) that
(i) is the owner of 15% or more of the outstanding voting stock of the
corporation, or (ii) is an affiliate or associate of the corporation and was
the owner of 15% or more of the outstanding voting stock of the corporation at
any time within the 3-year period immediately prior to the date on which it is
sought to be determined whether such person is an interested stockholder; and
the affiliates and associates of such person; provided, however, that the term
"interested stockholder" shall not include (x) any person who (A) owned shares
in excess of the 15% limitation set forth herein as of, or acquired such shares
pursuant to a tender offer commenced prior to, December 23, 1987, or pursuant
to an exchange offer announced prior to the aforesaid date and commenced within
90 days thereafter and either (I) continued to own shares in excess of such 15%
limitation or would have but for action by the corporation or (II) is an
affiliate or associate of the corporation and so continued (or so would have
continued but for action by the corporation) to be the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the 3-year
period immediately prior to the date on which it is sought to be determined
whether such a person is an interested stockholder or (B) acquired said shares
from a person described in (A) above by gift,
C-3
<PAGE>
inheritance or in a transaction in which no consideration was exchanged; or (y)
any person whose ownership of shares in excess of the 15% limitation set forth
herein in the result of action taken solely by the corporation provided that
such person shall be an interested stockholder if thereafter such person
acquires additional shares of voting stock of the corporation, except as a
result of further corporate action not caused, directly or indirectly, by such
person. For the purpose of determining whether a person is an interested
stockholder, the voting stock of the corporation deemed to be outstanding shall
include stock deemed to be owned by the person through application of paragraph
(8) of this subsection but shall not include any other unissued stock of such
corporation which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.
(6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock and,
with respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of any
class or series entitled to vote generally in the election of directors and,
with respect to any entity that is not a corporation, any equity interest
entitled to vote generally in the election of the governing body of such
entity.
(9) "owner" including the terms "own" and "owned" when used with respect
to any stock means a person that individually or with or through any of its
affiliates or associates:
(i) beneficially owns such stock, directly or indirectly; or
(ii) has (A) the right to acquire such stock (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon
the exercise of conversion rights, exchange rights, warrants or
options, or otherwise; provided, however, that a person shall not
be deemed the owner of stock tendered pursuant to a tender or
exchange offer made by such person or any of such person's
affiliates or associates until such tendered stock is accepted for
purchase or exchange; or (B) the right to vote such stock pursuant
to any agreement, arrangement or understanding; provided, however,
that a person shall not be deemed the owner of any stock because
of such person's right to vote such stock if the agreement,
arrangement or understanding to vote such stock arises solely from
a revocable proxy or consent given in response to a proxy or
consent solicitation made to 10 or more persons; or
(iii) has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (B) of clause (ii) of this
paragraph), or disposing of such stock with any other person that
beneficially owns, or whose affiliates or associates beneficially
own, directly or indirectly, such stock.
(d) No provision of a certificate of incorporation or bylaw shall require, for
any vote of stockholders required by this section a greater vote of
stockholders than that specified in this section.
(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all matters with respect to this section. (Last amended by Ch.
79, L. '95, eff. 7-1-95.)
C-4
<PAGE>
The letter of transmittal, certificates for Dime shares and any other
required documents should be sent or delivered by each Dime stockholder or his
or her broker, dealer, commercial bank, trust company or other nominee to the
exchange agent at one of its addresses set forth below.
The Exchange Agent for the offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Hand:
By Mail: First Chicago Trust By Overnight, Certified or
First Chicago Trust Company of New York Express Mail Delivery:
Company of New York Attention: First Chicago Trust
Attention: Corporate Actions Company of New York
Corporate Actions c/o Securities Transfer & Attention:
Suite 4660 Reporting Services Inc. Corporate Actions
P.O. Box 2569 100 William Street, Galleria 525 Washington Blvd.
Jersey City, NJ 07303-2569 New York, NY 10038 Jersey City, NJ 07310
</TABLE>
Any questions or requests for assistance or additional copies of the
prospectus, the letter of transmittal and the notice of guaranteed delivery and
related exchange offer materials may be directed to the information agent or
either of the dealer managers at their respective telephone numbers and
locations listed below. You may also contact your local broker, commercial
bank, trust company or nominee for assistance concerning the offer.
The Information Agent for the offer and the merger is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect 1-212-269-5550
CALL TOLL-FREE 1-800-755-7250
The Dealer Manager for the Offer is:
Sandler O'Neill & Partners, L.P.
Two World Trade Center
New York, New York 10048
(212) 466-7700
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporate Law (the "DGCL") generally
provides that a corporation may indemnify directors, officers, employees or
agents against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interests of the
corporation.
Subsection (a) of Section 145 of the DGCL ("Section 145") empowers a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 further provides that, among other things, to the extent that
a director or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to in Subsections (a) and (b) of
Section 145, or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that a corporation is
empowered to purchase and maintain insurance on behalf of a director or officer
of the corporation against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify against such liability under
Section 145.
Indemnification as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the
circumstances using the applicable standard of conduct which is made by (a) a
majority of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion if there are no such disinterested directors
or if such disinterested directors so direct, or (c) the shareholders.
Article 8.1 of the By-laws of the Registrant provides that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was a director or officer of the Registrant
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him to the fullest extent
permitted by the DGCL and any other applicable law, as may be in effect from
time to time.
Article 8.2 of the By-laws of the Registrant provides that the Registrant
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was an employee or agent of the Registrant or
is
II-1
<PAGE>
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him to the
extent permitted by the DGCL and any other applicable law, as may be in effect
from time to time.
Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the
certificate of incorporation of a corporation to limit or eliminate a
director's personal liability to the corporation or its stockholders for
monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (dealing with unlawful dividends or unlawful
stock purchases or redemptions), or (iv) for any transaction from which the
director derived an improper personal benefit.
Article 10 of the Registrant's Certificate of Incorporation provides that,
subject only to the express prohibitions on elimination or limitation of
liability of directors set forth in Section 102(b)(7), as it now exists or may
be hereinafter amended, directors shall not be liable for monetary damages in
excess of $25,000 per occurrence resulting from a breach of their fiduciary
duties.
The Registrant maintains a directors' and officers' liability insurance
policy providing for the insurance on behalf of any person who is or was a
director or officer of the Registrant and subsidiary companies against any
liability incurred by him in any such capacity or arising out of his status as
such. The insurer's limit of liability under the policy is $25,000,000 in the
aggregate for all insured losses per year. The policy contains various
reporting requirements and exclusions.
The Federal Deposit Insurance Act (the "FDI Act") provides that the
Federal Deposit Insurance Corporation (the "FDIC") may prohibit or limit, by
regulation or order, payments by any insured depository institution or its
holding company for the benefit of directors and officers of the insured
depository institution, or others who are or were "institution-affiliated
parties," as defined under the FDI Act, in order to pay or reimburse such
person for any liability or legal expense sustained with regard to any
administrative or civil enforcement action which results in a final order
against the person. FDIC regulations prohibit, subject to certain exceptions,
insured depository institutions, their subsidiaries and affiliated holding
companies from indemnifying officers, directors or employees for any civil
money penalty or judgment resulting from an administrative or civil enforcement
action commenced by any federal banking agency, or for that portion of the
costs sustained with regard to such an action that results in a final order or
settlement that is adverse to the director, officer or employee.
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<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------------------------------------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, filed on March 3, 2000).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29,
1999).
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
10.1* Stock Purchase Agreement, dated as of March 5, 2000, by and between Fleet Boston
Corporation and North Fork Bancorporation, Inc.
23.1 Consent of Arthur Andersen LLP, New York, New York.
23.2 Consent of KPMG LLP, New York, New York.
23.3 Consent of KPMG LLP, New York, New York.
23.4 Consent of KPMG LLP, Melville, New York.
23.5 Consent of KPMG LLP, Mellville, New York.
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
23.7* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).
24.1* Powers of Attorney (see the signature page to this Form S-4 Registration Statement).
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter to Brokers, Dealers, etc.
99.4* Form of Letter to Clients.
99.5* Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.
99.6* Form of Letter to Participants in the North American Mortgage Company Retirement and
401(k) Savings Plan.
99.7* Form of Letter to Participants in the Retirement 401(k) Investment Plan of Dime Bancorp,
Inc.
99.8* Form of Letter to Participants in the Lakeview Savings Bank Employee Stock Ownership
Plan.
</TABLE>
- ----------
* Previously filed.
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
None.
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<PAGE>
Item 22. Undertakings.
The undersigned Registrant hereby undertakes:
(A)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(B) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(C) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(D) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it
became effective.
(E) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
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<PAGE>
(F) That every prospectus: (i) that is filed pursuant to paragraph (E)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification by the registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Melville, State of New
York, on May 15, 2000.
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
------------------------------------
Daniel M. Healy
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on May 15, 2000.
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- -----------------------------------------------------
<S> <C>
May 15, 2000* President, Chief Executive Officer and Chairman of
- --------------------------------- the Board
John A. Kanas
/s/ Daniel M. Healy Executive Vice President and Chief Financial Officer
- --------------------------------- (Principal Financial and Accounting Officer)
Daniel M. Healy
May 15, 2000* Director
- ---------------------------------
Park T. Adikes
May 15, 2000* Director
- ---------------------------------
John Bohlsen
May 15, 2000* Director
- ---------------------------------
Irvin L. Cherashore
Director
- ---------------------------------
Allan C. Dickerson
May 15, 2000* Director
- ---------------------------------
Lloyd A. Gerard
May 15, 2000* Director
- ---------------------------------
Patrick E. Malloy, III
May 15, 2000* Director
- ---------------------------------
Raymond A. Nielsen
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- ---------
<S> <C>
May 15, 2000* Director
- ---------------------------------
James F. Reeve
May 15, 2000* Director
- ---------------------------------
George H. Rowsom
May 15, 2000* Director
- ---------------------------------
Kurt R. Schmeller
May 15, 2000* Director
- ---------------------------------
Raymond W. Terry, Jr.
</TABLE>
*By: /s/ Daniel M. Healy
-----------------------------------
Daniel M. Healy, as
Attorney-in-Fact for each of the
persons indicated
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, filed on March 3,
2000).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29,
1999).
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
10.1* Stock Purchase Agreement, dated as of March 5, 2000, by and between Fleet Boston
Corporation and North Fork Bancorporation, Inc.
23.1 Consent of Arthur Andersen LLP, New York, New York.
23.2 Consent of KPMG LLP, New York, New York.
23.3 Consent of KPMG LLP, New York , New York.
23.4 Consent of KPMG LLP, Melville, New York.
23.5 Consent of KPMG LLP, Melville, New York.
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1 hereto).
23.7* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1 hereto).
24.1* Powers of Attorney (see the signature page to this Form S-4 Registration Statement).
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter to Brokers, Dealers, etc.
99.4* Form of Letter to Clients.
99.5* Form of Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
99.6* Form of Letter to Participants in the North American Mortgage Company Retirement
and 401(k) Savings Plan.
99.7* Form of Letter to Participants in the Retirement 401(k) Investment Plan of Dime
Bancorp, Inc.
99.8* Form of Letter to Participants in the Lakeview Savings Bank Employee Stock Ownership
Plan.
</TABLE>
- ----------
* Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Amendment No. 3 to Form S-4 of North Fork Bancorporation, Inc. of
our report dated July 21, 1999 included in North Fork Bancorporation, Inc.'s
Form 8-K dated December 29, 1999 and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
New York, New York
May 15, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the use of our report, dated April 10, 2000, incorporated by
reference in Amendment No. 3 to Form S-4 of North Fork Bancorporation, Inc.,
(registration No. 333-32492) relating to the supplemental consolidated balance
sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31,
1999 and 1998, and the related supplemental consolidated statements of income,
cash flows, changes in stockholders' equity, and comprehensive income for each
of the years in the three-year period ended December 31, 1999, which report is
included in the current report on Form 8-K of North Fork Bancorporation, Inc.
dated April 18, 2000.
We also consent to the reference to our firm under the heading "Experts" in the
registration statement.
/s/ KPMG LLP
KPMG LLP
New York, New York
May 15, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the use of our report, dated January 18, 2000, except for note
2(a) and (b), and note 18, which is as of March 10, 2000 incorporated by
reference in Amendment No. 3 to Form S-4 of North Fork Bancorporation, Inc.
(registration No. 333-32492) relating to the consolidated balance sheets of
North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, cash flows, changes in
stockholders' equity, and comprehensive income for each of the years in the
three-year period ended December 31, 1999, which report is included in the 1999
Annual Report to Shareholders of North Fork Bancorporation, Inc. and has been
incorporated by reference in the December 31, 1999 Annual Report on Form 10-K
of North Fork Bancorporation, Inc.
We also consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ KPMG LLP
KPMG LLP
New York, New York
May 15, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the incorporation by reference of our report, dated January 28,
2000 except Note 29, which is as of February 29, 2000, in Amendment No. 3 to
Form S-4 of North Fork Bancorporation, Inc. (registration No. 333-32492),
relating to the consolidated statements of financial condition of JSB
Financial, Inc. and subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1999, which report is included in the current report on Form 8-K/A-2 of
North Fork Bancorporation, Inc. dated April 14, 2000.
We also consent to the reference to our firm under the heading "Experts" in the
registration statement.
/s/ KPMG LLP
KPMG LLP
Melville, New York
May 15, 2000
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the incorporation by reference of our report, dated July 23,
1998, in Amendment No. 3 to Form S-4 of North Fork Bancorporation, Inc.
(registration No. 333-32492), relating to the consolidated statement of
financial condition of Reliance Bancorp, Inc. and subsidiary as of June 30,
1998, and the related consolidated statements of income, changes in
shareholders' equity, comprehensive income and cash flows for each of the years
in the two-year period ended June 30, 1998, which report is included in the
June 30, 1999 Annual Report on Form 10-K of Reliance Bancorp, Inc. and the
current report on Form 8-K of North Fork Bancorporation, Inc. dated December
29, 1999.
We also consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ KPMG LLP
KPMG LLP
Melville, New York
May 15, 2000
