<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2000
REGISTRATION NO. 333-32492
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
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)
<TABLE>
<CAPTION>
DELAWARE 6712 36-3154608
<S> <C> <C>
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer Identification Number)
of Incorporation or Organization) Industrial Classification Code Number)
</TABLE>
275 Broad Hollow 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 BROAD HOLLOW 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
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effectiveness of this Registration Statement.
---------------------
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.
<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.
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
THE 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 PRIOR TO THE EXPIRATION OF THE OFFER, BUT
NOT DURING ANY SUBSEQUENT OFFERING PERIOD.
North Fork Bancorporation, Inc., a Delaware corporation, hereby offers,
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 this offer is for North Fork to acquire control of, and
ultimately the entire common equity interest in, Dime. North Fork intends,
promptly after consummation of the offer, to seek to have Dime consummate a
merger with North Fork or a wholly owned subsidiary of North Fork in which each
outstanding share of common stock of Dime (except for treasury shares of Dime
and shares beneficially owned directly or indirectly by North Fork for its own
account) 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 available under Delaware law.
We believe that our proposed business combination of North Fork and Dime
would be more favorable to you than the proposed merger of Dime and Hudson
United Bancorp announced on September 15, 1999. Based on the closing price of
North Fork common stock on the NYSE on March 27, 2000, the offer has a value of
$17.06 per Dime share. In the proposed Dime-Hudson merger, you would receive
shares of Dime United which have an implied value of $12.01 per Dime share
based on the exchange ratios in the proposed Dime-Hudson merger and the closing
price of Hudson common stock on March 27, 2000. Based on these closing prices,
the North Fork offer represents a premium of $5.05 per share of Dime common
stock, or approximately 42%, over the implied value of the proposed Dime-Hudson
merger. Based on closing prices for North Fork common stock and Hudson common
stock for each trading day since the announcement of our offer on March 5,
2000, the value of our offer has represented an average premium of
approximately 37.5% over the implied value of the proposed Dime-Hudson merger.
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.
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."
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. We are separately soliciting proxies from Dime stockholders to vote
against the proposed Dime-Hudson merger. Such solicitation of proxies is being
made pursuant to proxy solicitation materials which are being mailed
separately.
---------------
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 Co-Dealer Managers for the Offer are
Salomon Smith Barney Sandler O'Neill & Partners, L.P.
---------------
The date of this preliminary prospectus is March 27, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
QUESTIONS AND ANSWERS
ABOUT THE PROPOSED
ACQUISITION ................................. 1
WHERE YOU CAN FIND MORE
INFORMATION ................................. 4
SUMMARY ........................................ 7
SELECTED HISTORICAL
FINANCIAL INFORMATION OF
NORTH FORK .................................. 11
NORTH FORK COMBINED PRO
FORMA FINANCIAL
INFORMATION ................................. 14
SELECTED HISTORICAL
FINANCIAL INFORMATION OF
DIME ........................................ 16
SELECTED PRO FORMA
COMBINED FINANCIAL
INFORMATION FOR ALL
TRANSACTIONS ................................ 19
COMPARATIVE PER SHARE
DATA ........................................ 23
THE NORTH FORK OFFER ........................... 26
REASONS FOR THE NORTH FORK
OFFER ....................................... 26
BACKGROUND OF THE OFFER ........................ 31
Background .................................. 31
Information Concerning the Proposed
Dime-Hudson Merger ....................... 33
THE OFFER ...................................... 34
Timing of Our Offer ......................... 35
Litigation .................................. 35
Extension, Termination and
Amendment ................................ 38
Exchange of Dime Shares; Delivery
of North Fork Common Stock and
Cash ..................................... 39
Cash Instead of Fractional Shares of
North Fork Common Stock .................. 40
Withdrawal Rights ........................... 40
Procedure for Tendering ..................... 40
Guaranteed Delivery ......................... 42
Certain Federal Income Tax
Consequences ............................. 43
Effect of Offer on Market for Dime
Shares; Registration Under the
Exchange Act ............................. 45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Purpose of Our Offer; the North
Fork-Dime Merger; Appraisal
Rights ................................... 46
Conditions of Our Offer ..................... 48
Minimum Tender Condition ................. 48
Dime-Hudson Merger Agreement
and Option Condition .................. 48
North Fork Stockholder Approval
Condition ............................. 48
Regulatory Approval Condition ............ 48
Rights Plan Condition .................... 50
DGCL 203 Condition ....................... 50
North Fork-Dime Merger
Agreement Condition ................... 51
Certain Other Conditions of the
Offer ................................. 51
Source and Amount of Funds .................. 52
Certain Relationships with Dime ............. 54
Fees and Expenses ........................... 55
Accounting Treatment ........................ 55
Stock Exchange Listing ...................... 56
THE COMPANIES .................................. 57
North Fork Bancorporation, Inc. ............. 57
General ..................................... 57
Management and Additional
Information .............................. 57
Dime Bancorp, Inc. .......................... 57
REGULATION AND SUPERVISION
OF NORTH FORK ............................... 58
General ..................................... 58
Payment of Dividends ........................ 58
Transactions with Affiliates ................ 59
Holding Company Liability ................... 59
Prompt Corrective Action .................... 59
Capital Adequacy ............................ 60
Enforcement Powers of the Federal
Banking Agencies ......................... 61
Control Acquisitions ........................ 61
Financial Modernization Legislation ......... 62
Future Legislation .......................... 62
DESCRIPTION OF NORTH FORK
CAPITAL STOCK ............................... 62
General ..................................... 62
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Common Stock ....................... 63
Preferred Stock .................... 63
Anti-Takeover Provisions ........... 64
COMPARISON OF STOCKHOLDER
RIGHTS ............................. 64
Summary of Material Differences
Between the Rights of North Fork
Stockholders and the Rights of
Dime Stockholders ............... 65
DIME INFORMATION ...................... 69
LEGAL MATTERS ......................... 70
EXPERTS ............................... 70
FORWARD-LOOKING
STATEMENTS ......................... 71
PRICE RANGE OF COMMON
STOCK AND DIVIDENDS ................ 72
North Fork ......................... 72
Dime ............................... 72
North Fork Dividend Policy ......... 72
PRO FORMA CONDENSED
COMBINED FINANCIAL
STATEMENTS (UNAUDITED) ............. 73
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 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.
ii
<PAGE>
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: WHY IS A TRANSACTION WITH NORTH FORK BETTER THAN THE PROPOSED MERGER OF
DIME AND HUDSON?
A: Based on the closing price of North Fork common stock on the NYSE on
March 27, 2000, the offer has a value of $17.06 per Dime share. In the
proposed Dime-Hudson merger, you would receive shares of Dime United
which have an implied value of $12.01 based on the exchange ratios in
the proposed Dime-Hudson merger of 0.60255 and the closing price of
Hudson common stock on March 27, 2000. Based on these closing prices,
the offer represents a premium of $5.05 per share of Dime common stock,
or approximately 42% over the implied value of the proposed Dime-Hudson
merger. Based on closing prices for North Fork common stock and Hudson
common stock for each trading day since the announcement of our offer
on March 5, 2000, the value of our offer has represented an average
premium of approximately 37.5% over the implied value of the proposed
Dime-Hudson merger. 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.
<PAGE>
In addition, we believe that our proposed acquisition represents an
opportunity to enhance value for Dime stockholders by providing, among
other things:
o better long-term growth prospects,
o improved cash dividends, and
o management with a proven track record of successfully integrating
acquisitions.
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: 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
1
<PAGE>
common stock in the offer. In connection with its agreement to invest
in North Fork, FleetBoston has agreed, among other things, to certain
"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 have been actively soliciting Dime stockholders to vote against
the proposed Dime-Hudson merger.
o We commenced our offer on March 15, 2000.
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.
Q: HOW LONG WILL IT TAKE TO COMPLETE YOUR PROPOSED OFFER?
A: If the Dime stockholders do not approve the proposed Dime-Hudson
merger, the timing of completion of the offer will depend on when the
Dime-Hudson merger agreement is terminated. If Dime and Hudson mutually
agree to terminate their merger agreement promptly, the offer could
close in the later part of the second quarter of 2000. If the
Dime-Hudson merger agreement is not terminated until June 30, 2000,
which is the earliest date that Dime or Hudson can unilaterally
terminate their merger agreement in the event that Dime stockholders do
not approve the Dime-Hudson merger, the offer could close in the third
quarter of 2000. These schedules assume that the Dime board promptly
cooperates with us following termination of the Dime-Hudson merger
agreement. However, your board of directors may try to delay our offer.
By tendering your shares, you will be sending a message to Dime's
management and board that you want Dime to participate in a combination
with us.
<PAGE>
Q: WHY HAVE YOU BROUGHT A LAWSUIT AGAINST DIME?
A: We have filed a lawsuit against Dime and certain members of its board
of directors in Delaware because certain of the provisions of Dime's
merger agreement with Hudson prevent Dime's board of directors from
discussing our offer with us or recommending that Dime stockholders
accept a competing offer. We believe that the Dime board of directors
has violated its fiducary duties to Dime's stockholders in agreeing to
these provisions of Dime's agreement with Hudson, and we are seeking a
court order invalidating these provisions.
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 stockholders of Dime not having approved the merger of Dime and
Hudson;
o the valid termination of the merger agreement between Dime and
Hudson, the valid termination of the stock option agreement between
Dime and Hudson and the surrender to Dime of the option granted to
Hudson thereunder for an amount not to exceed $50 million in cash;
o the execution of a definitive merger agreement between North Fork
and Dime;
o the receipt of all required regulatory approvals;
o making Dime's "poison pill" stockholder rights plan inapplicable to
our offer;
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 approval by our stockholders of the issuance of North Fork stock
in the offer and the merger.
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 AND CASH THAT I RECEIVE?
A: We expect that you will not be taxed on the North Fork shares that you
receive, except
2
<PAGE>
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 required to recognize gain up to the amount of
cash that you receive, but that, if you realize a loss on the exchange,
you will not be permitted to recognize it.
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 OUT MORE INFORMATION ABOUT NORTH FORK AND DIME?
A: You can find out 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.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
North Fork and Dime file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
under the Exchange Act. You may read and copy this information at the following
locations of the SEC:
<TABLE>
<S> <C> <C>
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 to register with the SEC the
North Fork common shares to be issued pursuant to our offer, and we are filing
an amended 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 statement on Schedule TO pursuant to rule 14d-3 under the
Securities Exchange Act of 1934 to furnish certain information about our offer.
The schedule TO has subsequently been amended. 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. This prospectus incorporates by reference the documents set forth
below that North Fork and Dime have previously filed with the SEC. These
documents contain important information about North Fork and Dime and their
financial condition.
4
<PAGE>
The following documents listed below that North Fork and Dime have
previously filed with the SEC are incorporated by reference:
<TABLE>
<S> <C>
NORTH FORK SEC FILINGS PERIOD
- ------------------------------------------------------ -------------------------------------------
Annual Report on Form 10-K ........................... Year ended December 31, 1998, as filed on
March 29, 1999
Quarterly Report on Form 10-Q ........................ Quarter ended September 30, 1999, as filed
on November 15, 1999
Quarterly Report on Form 10-Q ........................ Quarter ended June 30, 1999, as filed on
August 6, 1999
Quarterly Report on Form 10-Q ........................ Quarter ended March 31, 1999, as filed on
May 14, 1999
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 held on April 27,
1999 that have been incorporated by reference in
the 1998 North Fork Form 10-K.
The financial information set forth in North Fork's
prospectus filed with the SEC with respect to North
Fork's acquisition of JSB Financial, Inc. pursuant to
rule 424(b) of the Securities Act (the "JSB
Acquisition Prospectus") ............................ Filed on January 12, 2000
Current Reports on Form 8-K .......................... Filed on:
o March 14, 2000
o March 13, 2000
o March 3, 2000
o February 3, 2000
o January 12, 2000
o December 30, 1999
o October 25, 1999
o August 31, 1999
o August 16, 1999
</TABLE>
<TABLE>
<CAPTION>
DIME SEC FILINGS PERIOD
- ------------------------------------------------- -------------------------------------------
<S> <C>
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, 1998, as filed on
March 31, 1999
Quarterly Report on Form 10-Q ................... Quarter ended September 30, 1999, as filed
on November 15, 1999
Quarterly Report on Form 10-Q ................... Quarter ended June 30, 1999, as filed on
August 16, 1999
Quarterly Report on Form 10-Q ................... Quarter ended March 31, 1999, as filed on
May 17, 1999
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
DIME SEC FILINGS (CONT'D) PERIOD
- ------------------------------------------------------------ ----------------------------------------
<S> <C>
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 March 21, 2000
o March 14, 2000
o March 13, 2000
o March 10, 2000
o March 8, 2000
o February 29, 2000
o January 20, 2000
o October 20, 1999
o September 24, 1999
o September 20, 1999
o September 15, 1999
o May 27, 1999
o April 26, 1999
o April 19, 1999 (Form 8-K/A amending
Current Report on Form 8-K filed with
the SEC on January 28, 1999)
o April 15, 1999
</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.
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.
THE NORTH FORK OFFER (PAGE 26)
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 $17.06 per share, based on the closing price of North Fork common stock on
March 27, 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 has agreed to invest $250 million in
North Fork. See "The Offer--Source and Amount of Funds."
INFORMATION ABOUT NORTH FORK AND DIME
(PAGE 57)
NORTH FORK BANCORPORATION, INC.
275 Broad Hollow 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 March 27, 2000, our market capitalization
was approximately $2.8 billion. At September 30, 1999, on a pro forma basis
giving effect to our acquisitions of JSB Financial and Reliance Bancorp, we had
total assets of $16.1 billion, deposits of $9.3 billion and stockholders'
equity of $1.2 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
September 30, 1999, Dime had consolidated assets of $22.6 billion, consolidated
deposits of $13.3 billion and consolidated stockholders' equity of $1.5
billion. Based on the closing price of Dime's common stock on March 27, 2000,
Dime's market capitalization was approximately $1.8 billion.
REASONS FOR THE NORTH FORK OFFER (PAGE 26)
We believe that our acquisition of Dime represents a compelling
opportunity to enhance value for both Dime and North Fork stockholders. Among
the benefits that we believe Dime stockholders would obtain from the
combination of North Fork and Dime are the following:
o Significant Premium. Based on March 27, 2000 closing prices, our
offer represents a premium of approximately 42% over the implied
value of the proposed Dime-Hudson merger.
o Better Long-Term Growth Prospects. We believe that a combination
of North Fork and Dime has better long-term growth prospects than
the proposed Dime-Hudson merger, potentially resulting in
increased shareholder value over the long-term.
o Low Execution Risk. Based on North Fork's 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 North Fork has
acquired, North Fork believes that it can manage the execution
risk associated with the proposed acquisition of Dime and maintain
superior operating returns.
7
<PAGE>
o Improved Cash Dividends. Based on North Fork's current annual
dividend of $0.72 per share, Dime stockholders would receive a pro
forma equivalent dividend of $0.67, or more than 190% above Dime's
current annual dividend rate. 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.
COMPARATIVE MARKET PRICE INFORMATION
(PAGE 72)
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, the value of the North Fork offer per share of Dime
common stock and the implied value of the Dime-Hudson merger per share of Dime
common stock, on March 3, 2000, the last trading day before we announced the
offer, and on March 27, 2000, the date of this prospectus. The value of the
North Fork offer per Dime share at the 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. The implied value of the Dime-Hudson
merger per Dime share at the specified dates represents the closing price of a
share of Hudson common stock on that date multiplied by the exchange ratio of
0.60255 in the Dime-Hudson merger.
<TABLE>
<CAPTION>
PER DIME SHARE
------------------------
IMPLIED
NORTH VALUE OF
FORK DIME VALUE OF DIME-
COMMON COMMON NORTH FORK HUDSON
STOCK STOCK OFFER MERGER
-------- --------- ------------ ---------
<S> <C> <C> <C> <C>
March 3, 2000 $16.13 $12.94 $17.00 $12.09
March 27, 2000 $16.19 $16.13 $17.06 $12.01
------ ------ ------ ------
</TABLE>
The value of the North Fork offer will fluctuate because the market
price of North Fork common stock will change prior to consummation of the
offer, while the 0.9302 exchange ratio is fixed, and the implied value of the
Dime-Hudson merger will fluctuate because the market price of Hudson common
stock will change while the Dime-Hudson merger agreement is in effect. You
should obtain current stock price quotations for North Fork common stock, Dime
common stock and Hudson United common stock. You can get these quotations from
a newspaper, on the Internet or by calling your broker.
DIVIDEND POLICY OF NORTH FORK (PAGE 72)
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. For three of the past four fiscal quarters,
we have paid a cash dividend of $0.15 per common share, and we paid a cash
dividend of $0.18 per common share for our most recent fiscal quarter ended
December 31, 1999. 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 34)
Summary of the Offer
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. 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.
Conditions of Our Offer
Our obligation to exchange shares of our common stock and cash for Dime
shares pursuant
8
<PAGE>
to the offer is subject to several conditions referred to below under "The
Offer--Conditions of Our Offer," including conditions that would require Dime's
stockholders not to approve the proposed Dime-Hudson merger, a minimum number
of shares of Dime common stock to be tendered, Dime's board making Dime's
stockholder rights plan inapplicable to our offer, a valid termination of the
Dime-Hudson merger agreement, Dime entering into a merger agreement with North
Fork, approval by our stockholders of the issuance of North Fork common stock
in the offer and the merger, receipt of all required regulatory approvals and
satisfaction of other conditions that are discussed below.
Timing of the Offer
Our offer is currently scheduled to expire on May 31, 2000; however, 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. See "The
Offer--Extension, Termination and Amendment."
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 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, (a) to
delay our acceptance for exchange or our exchange of any Dime shares pursuant
to our offer, regardless of whether we previously accepted Dime shares for
exchange, 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 and (b) to waive any
condition (other than the condition relating to the North Fork stockholder
approval, the condition relating to regulatory approvals 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 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. 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 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 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.
Exchange of 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, 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.
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
prior to the expiration date, and, unless we previously accepted them pursuant
to the offer, may also be withdrawn at any time after May 16, 2000.
9
<PAGE>
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 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, (a) a
properly completed and duly executed letter of transmittal (or manually
executed facsimile of that document), 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 transmitted to
and 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 (b) you must comply with the guaranteed delivery
procedures set forth in "The Offer--Guaranteed Delivery."
APPRAISAL RIGHTS (PAGE 46)
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 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" on page 46.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES (PAGE 43)
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 required to recognize gain up to the amount of cash that
you receive, but that, if you realize a loss on the exchange, you will not be
permitted to recognize it.
NORTH FORK WILL ACCOUNT FOR THE MERGER USING THE "PURCHASE" METHOD (PAGE 55)
North Fork will account for the merger as a purchase for financial
reporting purposes.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE (PAGE 71)
This prospectus, including information included or incorporated by
reference in this document, contains certain 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
certain 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 certain
risks and uncertainties. Actual results may differ materially from those
contemplated by the forward-looking statements due to various factors.
10
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION OF NORTH FORK
The following is a summary of selected consolidated financial data of
North Fork for each of the years in the five-year period ended December 31,
1998 and the nine-month periods ended September 30, 1999 and 1998. This
information is derived from historical financial statements previously filed by
North Fork with the SEC. See "Where You Can Find More Information" on page 4.
You should read this summary together with these financial statements and their
accompanying notes. We believe that this financial information includes all
adjustments necessary for a fair presentation of such information. Results for
the interim periods do not necessarily indicate results that may be expected
for any other interim or annual period. 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 further
information see "North Fork Combined Pro Forma Financial Information" beginning
on page 14.
11
<PAGE>
NORTH FORK BANCORPORATION, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
-------------------------------
1999 1998
--------------- ---------------
<S> <C> <C>
CONSOLIDATED SUMMARY
STATEMENTS OF INCOME:
Interest Income ........................ $ 604,444 $ 560,984
Interest Expense ....................... 267,591 245,888
----------- -----------
Net Interest Income .................... 336,853 315,096
Provision for Loan Losses (2) .......... 3,750 14,500
Non-Interest Income (2)(3) ............. 54,214 43,906
Other Non-Interest Expense (4) (2)...... 112,943 111,681
Capital Securities Costs ............... 12,633 12,633
Amortization & Write-down of
Intangible Assets (2) ................. 6,267 12,403
Merger Related Restructure
Charges (2) ........................... -- 52,452
----------- -----------
Income Before Income Taxes ............. 255,474 155,333
Provision for Income Taxes (5) (2) ..... 89,416 44,394
----------- -----------
Net Income ............................. $ 166,058 $ 110,939
=========== ===========
SHARE DATA: (6)
Weighted Average Shares -- Basic ....... 137,342 140,547
Weighted Average Shares -- Diluted...... 138,197 141,680
Common Shares Outstanding at
Period-End ............................ 133,316 143,295
CONSOLIDATED PER SHARE DATA: (6)
Net Income -- Basic .................... $ 1.21 $ 0.79
Net Income -- Diluted (2) .............. 1.20 0.78
Cash Dividends (7) ..................... 0.45 0.38
Dividend Payout Ratio (2) .............. 37% 48%
Stated Book Value at Period-End ........ $ 5.38 $ 6.09
CONSOLIDATED BALANCE SHEET DATA
AT PERIOD-END:
Total Assets ........................... $11,914,847 $10,224,071
Securities:
Available-for-Sale .................... 3,598,197 3,188,063
Held-to-Maturity ...................... 1,279,978 988,814
Loans, net ............................. 6,386,042 5,655,875
Allowance for Loan Losses .............. 68,950 73,606
Deposits ............................... 6,570,898 6,469,273
Federal Funds Purchased &
Securities Sold Under Agreements
to Repurchase ......................... 2,676,416 2,435,096
Other Borrowings ....................... 1,494,000 35,000
Capital Securities ..................... 199,308 199,283
Stockholders' Equity ................... 717,576 873,027
<PAGE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994
--------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY
STATEMENTS OF INCOME:
Interest Income ........................ $ 753,100 $ 724,424 $ 613,762 $ 530,239 $ 471,496
Interest Expense ....................... 328,456 326,803 281,107 242,129 192,524
----------- ----------- ---------- ---------- ----------
Net Interest Income .................... 424,644 397,621 332,655 288,110 278,972
Provision for Loan Losses (2) .......... 15,500 8,100 8,000 13,525 9,475
Non-Interest Income (2)(3) ............. 64,318 59,322 44,826 35,581 19,581
Other Non-Interest Expense (4) (2)...... 146,607 157,182 172,425 140,983 154,449
Capital Securities Costs ............... 16,843 9,235 25 -- --
Amortization & Write-down of
Intangible Assets (2) ................. 14,479 7,292 6,364 1,688 1,543
Merger Related Restructure
Charges (2) ........................... 52,452 -- 21,613 19,024 14,338
----------- ----------- ---------- ---------- ----------
Income Before Income Taxes ............. 243,081 275,134 169,054 148,471 118,748
Provision for Income Taxes (5) (2) ..... 75,106 104,613 74,606 69,567 42,557
----------- ----------- ---------- ---------- ----------
Net Income ............................. $ 167,975 $ 170,521 $ 94,448 $ 78,904 $ 76,191
=========== =========== ========== ========== ==========
SHARE DATA: (6)
Weighted Average Shares -- Basic ....... 140,706 136,761 136,504 142,297 136,054
Weighted Average Shares -- Diluted...... 141,766 139,333 138,707 144,227 142,055
Common Shares Outstanding at
Period-End ............................ 141,072 139,478 136,961 140,262 138,607
CONSOLIDATED PER SHARE DATA: (6)
Net Income -- Basic .................... $ 1.19 $ 1.24 $ 0.69 $ 0.55 $ 0.56
Net Income -- Diluted (2) .............. 1.18 1.22 0.68 0.55 0.54
Cash Dividends (7) ..................... 0.65 0.38 0.28 0.18 0.12
Dividend Payout Ratio (2) .............. 55% 32% 36% 26% 25%
Stated Book Value at Period-End ........ $ 5.89 $ 5.53 $ 4.45 $ 4.15 $ 3.80
CONSOLIDATED BALANCE SHEET DATA
AT PERIOD-END:
Total Assets ........................... $10,679,556 $10,073,632 $8,691,434 $7,622,458 $6,842,809
Securities:
Available-for-Sale .................... 2,980,223 2,156,624 1,301,891 1,425,868 344,316
Held-to-Maturity ...................... 1,571,545 1,763,308 1,851,575 1,770,734 2,463,007
Loans, net ............................. 5,714,293 5,739,131 5,044,073 4,086,497 3,761,979
Allowance for Loan Losses .............. 71,759 74,393 73,280 77,899 86,952
Deposits ............................... 6,427,622 6,337,939 6,199,860 5,504,475 5,345,300
Federal Funds Purchased &
Securities Sold Under Agreements
to Repurchase ......................... 2,955,096 2,104,036 1,075,487 987,229 491,766
Other Borrowings ....................... 35,000 449,600 590,088 457,278 409,006
Capital Securities ..................... 199,289 199,264 99,637 -- --
Stockholders' Equity ................... 831,250 770,889 609,434 582,515 527,212
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
-----------------------------
1999 1998
-------------- --------------
<S> <C> <C>
CONSOLIDATED AVERAGE
BALANCE SHEET DATA:
Total Assets ...................... $11,319,022 $10,012,801
Securities ........................ 4,763,573 3,722,703
Loans, net ........................ 5,991,922 5,744,394
Total Deposits .................... 6,521,679 6,481,241
Federal Funds Purchased &
Securities Sold Under Agreements
to Repurchase .................... 3,042,175 2,114,106
Other Borrowings .................. 552,557 234,032
Stockholders' Equity .............. 825,414 824,658
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1998 1997 1996 1995 1994
-------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED AVERAGE
BALANCE SHEET DATA:
Total Assets ...................... $10,107,386 $9,557,020 $8,283,418 $7,099,152 $6,880,831
Securities ........................ 3,835,761 3,783,276 3,346,563 2,879,863 2,781,830
Loans, net ........................ 5,729,743 5,357,470 4,531,541 3,919,342 3,724,486
Total Deposits .................... 6,484,243 6,179,024 6,114,852 5,402,606 5,403,927
Federal Funds Purchased &
Securities Sold Under Agreements
to Repurchase .................... 2,236,257 1,944,592 939,365 658,050 611,114
Other Borrowings .................. 185,783 485,200 533,516 397,830 289,082
Stockholders' Equity .............. 837,413 667,211 589,352 558,816 503,491
</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)
(d) November 1994, Metro Bancshares Inc.
(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 $1.06
and 35%, and $1.46 and 45% for the periods ended September 30, 1998 and
December 31, 1998, respectively.
(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) Includes a $5.7 million benefit for NYB's cumulative effect of change in
accounting for income taxes during 1994.
(6) 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,
NYB's 3-for-2 common stock split effective January 23, 1997, and NYB's
10% common stock dividend effective February 14, 1994.
(7) Cash dividends per share represent North Fork's historical cash
dividends.
See accompanying "Selected Financial Ratios" on page 22 for additional
information.
13
<PAGE>
NORTH FORK COMBINED PRO FORMA 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 consummated 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 consummated at the beginning of the periods presented;
and
(b) the balance sheet information as of and for the nine months
ended September 30, 1999 and 1998 and as of and for the year
ended December 31, 1998 gives effect to the Reliance merger as if
it had been consummated at the end of such periods, and the
income statement information for the nine months ended September
30, 1999 and 1998 and for the year ended December 31, 1998 gives
effect to the Reliance merger as if it had been consummated at
the beginning of such periods.
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 nine months ended September 30, 1999
and 1998 and the year ended December 31, 1998 combine North Fork, JSB and
Reliance, with results of Reliance presented to coincide with the reporting
period for North Fork. North Fork 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 financial information and
pro forma adjustments are set forth on pages 93 to 104 of the JSB Acquisition
Prospectus, 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 the combined company, including reduced
operating expenses and enhanced opportunities to increase revenue. The pro
forma 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 selected pro forma combined financial information has been derived
from the historical financial statements of North Fork, JSB and Reliance
incorporated by reference into this document and the pro forma combined
financial statements and related notes set forth in the JSB Acquisition
Prospectus. See "Where You Can Find More Information" on page 4, and "Pro Forma
Condensed Combined Financial Statements (Unaudited)" on page 73. You should
read this summary together with these 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 as a result of the JSB merger and the Reliance
merger.
14
<PAGE>
NORTH FORK BANCORPORATION, INC.
NORTH FORK COMBINED PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------------------- -------------------------------------------
1999 1998 1998 1997 1996
-------------- -------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF
INCOME:
Interest Income ............................ $ 799,839 $ 753,136 $ 1,010,162 $ 834,035 $ 722,107
Interest Expense ........................... 363,939 343,486 459,204 366,677 321,324
----------- ----------- ----------- ----------- -----------
Net Interest Income ...................... 435,900 409,650 550,958 467,358 400,783
Provision for Loan Losses .................. 3,913 15,141 16,501 8,748 8,640
Non-Interest Income ........................ 63,035 54,305 77,728 79,382 49,173
Other Non-Interest Expense ................. 161,862 160,135 210,477 184,616 197,983
Capital Securities Costs ................... 15,706 14,379 19,591 9,235 25
Amortization & Write-down of
Intangible Assets ........................ 16,072 22,207 27,552 7,292 6,364
Merger Related Restructure Charges ......... -- 52,452 52,452 -- 21,613
----------- ----------- ----------- ----------- -----------
Income Before Income Taxes ............... 301,382 199,641 302,113 336,849 215,331
Provision for Income Taxes ................. 113,146 59,124 95,102 129,238 94,158
----------- ----------- ----------- ----------- -----------
Net Income ............................... $ 188,236 $ 140,517 $ 207,011 $ 207,611 $ 121,173
=========== =========== =========== =========== ===========
SHARE DATA:
Weighted Average Shares -- Basic ........... 169,969 171,539 171,395 166,335 166,690
Weighted Average Shares -- Diluted ......... 172,335 174,645 174,332 169,903 170,015
Common Shares Outstanding at
Period-End ............................... 171,580 172,733 172,034 169,238 166,310
CONSOLIDATED PER SHARE DATA:
Net Income -- Basic ........................ $ 1.11 $ 0.82 $ 1.21 $ 1.25 $ 0.73
Net Income -- Diluted ...................... 1.09 0.80 1.19 1.22 0.71
Cash Dividends ............................. 0.45 0.38 0.65 0.38 0.28
Book Value at Period-End ................... 7.20 8.39 8.14 6.73 5.68
CONSOLIDATED BALANCE SHEET DATA AT
PERIOD-END:
Total Assets ............................... $16,051,230 $14,325,050 $14,828,866 $11,608,663 $10,207,450
Securities:
Available-for-Sale ....................... 4,557,186 4,174,788 3,992,054 2,226,512 1,359,771
Held-to-Maturity ......................... 1,783,197 1,553,109 2,095,023 2,116,275 2,312,084
Loans, net.................................. 8,626,381 7,780,112 7,860,971 6,744,756 5,904,174
Allowance for Loan Losses .................. 83,955 88,603 86,909 80,273 78,607
Deposits ................................... 9,269,426 9,279,858 9,231,654 7,479,869 7,362,162
Federal Funds Purchased & Securities
Sold Under Agreements to
Repurchase ............................... 3,004,750 2,754,848 3,142,283 2,104,036 1,075,487
Other Borrowings ........................... 1,877,655 271,700 446,129 449,600 590,088
Capital Securities ......................... 244,308 244,283 244,289 199,264 99,637
Stockholders' Equity ....................... 1,235,851 1,449,083 1,400,185 1,138,403 944,733
CONSOLIDATED AVERAGE BALANCE SHEET DATA:
Total Assets ............................... $15,402,407 $13,903,509 $14,039,639 $11,091,598 $ 9,817,132
Securities ................................. 6,375,985 5,241,272 5,375,295 4,247,513 3,893,545
Loans, net.................................. 8,157,285 7,804,457 7,810,913 6,269,877 5,357,503
Total Deposits ............................. 9,249,486 9,244,478 9,266,978 7,330,401 7,296,380
Federal Funds Purchased & Securities
Sold Under Agreements to
Repurchase ............................... 3,320,005 2,428,691 2,535,353 1,944,592 939,365
Other Borrowings ........................... 952,204 382,215 377,746 485,200 533,516
Stockholders' Equity ....................... 1,373,760 1,390,406 1,400,377 1,015,819 921,397
</TABLE>
See accompanying "Selected Financial Ratios" on page 22, for additional
information.
15
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION OF DIME
The following is a summary of selected consolidated financial data of Dime
for each of the years in the five-year period ended December 31, 1998 and the
nine-month periods ended September 30, 1999 and 1998. 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 has been reclassified to conform with North
Fork's financial information. Results for the interim periods do not
necessarily indicate results that may be expected for any other interim or
annual period.
16
<PAGE>
DIME BANCORP, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1999 1998
------------- -------------
<S> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF
INCOME:
Interest Income ...................... $1,033,385 $1,073,899
Interest Expense ..................... 608,754 679,830
---------- ----------
Net Interest Income ................. 424,631 394,069
Provision for Loan Losses ............ 22,500 24,000
Non-Interest Income .................. 435,625 380,405
Other Non-Interest Expense ........... 445,373 416,539
Amortization & Write-down of
Intangible Assets ................... 10,603 8,554
Amortization of Mortgage
Servicing Assets .................... 93,797 61,465
Merger Related Restructure
Charges ............................. -- --
Minority Interest -- Preferred
Stock Dividend of Subsidiary ........ -- --
---------- ----------
Income Before Provision/(Benefit)
for Income Taxes, Extraordinary
Items and Cumulative Effect of a
Change in Accounting Principle ...... 287,983 263,916
Provision/(Benefit) for Income
Taxes ............................... 106,374 84,452
---------- ----------
Net Income before Extraordinary
Items and Cumulative Effect of a
Change in Accounting Principle ....... 181,609 179,464
Extraordinary Items -- Losses on
Early Extinguishment of Debt,
Net of Tax Benefits (4,127) (4,057)
Cumulative Effect of Change in
Accounting for Goodwill ............. -- --
---------- ----------
Net Income ........................... $ 177,482 $ 175,407
========== ==========
SHARE DATA:
Weighted Average Shares -- Basic ..... 111,664 114,140
Weighted Average Shares --
Diluted ............................. 112,937 115,919
Common Shares Outstanding at
Period-End .......................... 110,755 112,027
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items
and Cumulative Effect of a
Change in Accounting Principle ...... $ 1.63 $ 1.57
Net Income ........................... 1.59 1.54
Diluted Earnings per Common
Share:
Income before Extraordinary Items
and Cumulative Effect of a
Change in Accounting Principle ...... 1.61 1.54
Net Income ........................... 1.57 1.51
Cash Dividends ....................... 0.17 0.14
Dividend Payout Ratio ................ 11% 9%
Book Value at Period-End(3) .......... $ 13.31 $ 11.96
<PAGE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------
1998 1997 1996 1995 1994
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF
INCOME:
Interest Income ...................... $1,420,885 $1,382,815 $1,350,698 $1,357,131 $1,136,862
Interest Expense ..................... 893,652 899,753 889,403 947,505 707,785
---------- ---------- ---------- ---------- ----------
Net Interest Income ................. 527,233 483,062 461,295 409,626 429,077
Provision for Loan Losses ............ 32,000 49,000 41,000 39,650 55,799
Non-Interest Income .................. 525,030 145,291 85,978 74,712 89,900
Other Non-Interest Expense ........... 561,863 336,962 327,970 298,793 305,487
Amortization & Write-down of
Intangible Assets ................... 11,487 4,501 1,177 -- --
Amortization of Mortgage
Servicing Assets .................... 92,291 29,751 19,382 20,652 20,297
Merger Related Restructure
Charges ............................. -- 9,931 3,504 15,331 58,258
Minority Interest -- Preferred
Stock Dividend of Subsidiary ........ -- -- -- -- 11,433
---------- ---------- ---------- ---------- ----------
Income Before Provision/(Benefit)
for Income Taxes, Extraordinary
Items and Cumulative Effect of a
Change in Accounting Principle ...... 354,622 198,208 154,240 109,912 67,703
Provision/(Benefit) for Income
Taxes ............................... 113,479 75,034 49,984 47,727 (53,138)
---------- ---------- ---------- ---------- ----------
Net Income before Extraordinary
Items and Cumulative Effect of a
Change in Accounting Principle ....... 241,143 123,174 104,256 62,185 120,841
Extraordinary Items -- Losses on
Early Extinguishment of Debt,
Net of Tax Benefits (4,057) (1,460) -- -- --
Cumulative Effect of Change in
Accounting for Goodwill ............. -- -- -- -- (92,887)
---------- ---------- ---------- ---------- ----------
Net Income ........................... $ 237,086 $ 121,714 $ 104,256 $ 62,185 $ 27,954
========== ========== ========== ========== ==========
SHARE DATA:
Weighted Average Shares -- Basic ..... 113,452 106,585 103,742 99,356 98,334
Weighted Average Shares --
Diluted ............................. 115,153 108,613 109,097 109,742 107,668
Common Shares Outstanding at
Period-End .......................... 111,570 116,358 104,744 99,706 98,601
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items
and Cumulative Effect of a
Change in Accounting Principle ...... $ 2.13 $ 1.15 $ 1.00 $ 0.63 $ 1.23
Net Income ........................... 2.09 1.14 1.00 0.63 0.28
Diluted Earnings per Common
Share:
Income before Extraordinary Items
and Cumulative Effect of a
Change in Accounting Principle ...... 2.09 1.13 0.96 0.57 1.12
Net Income ........................... 2.06 1.12 0.96 0.57 0.26
Cash Dividends ....................... 0.19 0.12 -- -- --
Dividend Payout Ratio ................ 9% 11% NA NA NA
Book Value at Period-End(3) .......... $ 12.42 $ 11.30 $ 9.76 $ 9.03 $ 8.43
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1999 1998
-------------- --------------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA AT
PERIOD-END:
Total Assets ........................ $22,601,151 $21,242,833
Securities:
Available-for-Sale ................. 4,165,499 3,298,991
Held-to-Maturity ................... -- --
Loans Held-for-Sale ................. 1,716,810 3,612,110
Loans, net .......................... 14,256,834 12,567,119
Allowance for Loan Losses ........... 137,077 111,949
Deposits ............................ 13,293,748 13,546,265
Federal Funds Purchased &
Securities Sold Under
Agreements to Repurchase ........... 3,141,236 1,989,118
Other Borrowings .................... 4,164,595 3,708,002
Capital Securities .................. 152,213 162,000
Stockholders' Equity ................ 1,474,509 1,339,802
CONSOLIDATED AVERAGE BALANCE SHEET
DATA:
Total Assets ........................ $21,545,812 $21,360,506
Securities .......................... 3,876,262 3,767,331
Loans, net .......................... 15,577,855 15,814,222
Total Deposits ...................... 13,322,311 13,894,844
Federal Funds Purchased &
Securities Sold Under
Agreements to Repurchase ........... 3,100,355 1,644,130
Other Borrowings .................... 3,277,363 4,173,172
Stockholders' Equity ................ 1,443,920 1,319,160
<PAGE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA AT
PERIOD-END:
Total Assets ........................ $22,320,850 $21,848,000 $18,870,108 $20,326,620 $19,647,937
Securities:
Available-for-Sale ................. 3,653,550 5,295,591 2,855,816 4,389,555 796,300
Held-to-Maturity ................... -- -- 4,363,971 5,085,736 8,609,897
Loans Held-for-Sale ................. 3,884,886 1,841,862 115,325 139,370 16,621
Loans, net .......................... 12,748,068 12,984,507 10,738,057 9,830,313 9,351,622
Allowance for Loan Losses ........... 105,081 104,718 106,495 128,295 170,383
Deposits ............................ 13,651,460 13,847,275 12,856,739 12,572,203 12,811,269
Federal Funds Purchased &
Securities Sold Under
Agreements to Repurchase ........... 2,245,218 2,975,774 3,550,234 1,632,453 9,741
Other Borrowings .................... 4,365,625 3,147,401 1,264,957 4,982,099 5,748,993
Capital Securities .................. 162,005 196,137 -- -- --
Stockholders' Equity ................ 1,385,665 1,314,858 1,022,337 976,530 905,125
CONSOLIDATED AVERAGE BALANCE SHEET
DATA:
Total Assets ........................ $21,383,818 $20,192,188 $19,941,253 $20,500,594 $18,828,059
Securities .......................... 3,680,844 6,538,797 8,370,954 9,647,257 9,223,194
Loans, net .......................... 15,882,257 12,143,482 10,364,385 9,548,241 8,581,389
Total Deposits ...................... 13,837,664 13,246,206 12,681,445 12,620,855 11,725,154
Federal Funds Purchased &
Securities Sold Under
Agreements to Repurchase ........... 1,803,181 3,628,681 2,672,914 1,398,041 193,730
Other Borrowings .................... 4,064,376 2,022,281 3,446,391 5,379,483 5,851,412
Stockholders' Equity ................ 1,328,906 1,102,079 1,006,285 948,113 860,124
</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) August 1999, Automobile Finance unit of Citicorp
(b) May 1999, Lakeview Financial, Inc.
(c) October 1997, North American Mortgage Company
(d) April 1997, BFS Bancorp, Inc.
(2) The historical information does not include the acquisition by Dime
Savings Bank of 28 branches of Key Bank effective as of October 18, 1999.
There were no separate financial statements for the assets of Key Bank
acquired, and Dime has stated it does not believe that this acquisition
represents a significant acquisition in the context of Dime's historical
financial data and under rules established by the SEC.
(3) During the years ended December 31, 1995 and 1994, 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 22 for additional
information.
18
<PAGE>
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 nine months
ended September 30, 1999 and 1998 and as of and for the year
ended December 31, 1998 gives effect to each of the Reliance
merger and the North Fork-Dime merger as if it had been
consummated at the end of such periods, and the income statement
information for the nine months ended September 30, 1999 and 1998
and for the year ended December 31, 1998 gives effect to each of
the Reliance merger and the North Fork-Dime merger as if it had
been consummated at the beginning of such periods.
(b) the balance sheet information for all periods presented gives
effect to the JSB merger as if it had been consummated 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 consummated 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 and JSB as of and for
their annual reporting periods ended December 31 for each of the periods
indicated. Financial information for the nine months ended September 30, 1999
and 1998 and the year ended December 31, 1998 combine North Fork, JSB, Reliance
and Dime, with results of Reliance presented to coincide with the reporting
period for North Fork. North Fork 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
proposed North Fork-Dime merger will result in financial benefits to the
combined company, including reduced operating expenses. The pro forma
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 and should be read with 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
73.
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 or
the offer and the North Fork-Dime merger.
19
<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>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1999 1998
--------------- ---------------
<S> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF INCOME:
Interest Income ......................................... $ 1,683,895 $ 1,677,706
Interest Expense ........................................ 836,950 887,573
----------- -----------
Net Interest Income .................................... 846,945 790,133
Provision for Loan Losses ............................... 26,413 39,141
Non-Interest Income ..................................... 498,660 434,710
Other Non-Interest Expense .............................. 607,235 576,674
Capital Securities Costs ................................ 15,706 14,379
Amortization & Write-down of Intangible Assets .......... 49,164 55,299
Amortization of Mortgage Servicing Assets ............... 93,797 61,465
Merger Related Restructure Charges ...................... -- 52,452
Income Before Provision for Income Taxes, Extraordinary
Items and Preferred Dividends .......................... 553,290 425,433
Provision for Income Taxes .............................. 204,813 128,869
----------- -----------
Net Income before Extraordinary Items and Preferred
Dividends .............................................. 348,477 296,564
Extraordinary Items-Losses on Early Extinguishment
of Debt, net of tax benefits ........................... (4,127) (4,057)
----------- -----------
Net Income .............................................. 344,350 292,507
Preferred Dividends ..................................... 14,063 14,063
----------- -----------
Net Income for Common Shareholders ..................... $ 330,287 $ 278,444
=========== ===========
SHARE DATA:
Weighted Average Shares -- Basic ........................ 273,839 277,712
Weighted Average Shares -- Diluted ...................... 290,765 295,849
Common Shares Outstanding at Period-End ................. 274,333 276,666
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items and Preferred Dividends $ 1.27 $ 1.07
Net Income .............................................. 1.26 1.05
Diluted Earnings per Common Share:
Income before Extraordinary Items and Preferred Dividends 1.20 1.00
Net Income .............................................. 1.18 0.99
Earnings per Share after Preferred Dividends:
Basic ................................................... 1.21 1.00
Diluted ................................................. 1.14 0.94
Cash Dividends .......................................... 0.45 0.38
Book Value at Period-End ................................ 11.44 11.62
CONSOLIDATED BALANCE SHEET DATA AT PERIOD-END:
Total Assets ............................................ $35,037,207 $31,952,709
Securities:
Available-for-Sale ..................................... 4,785,351 3,536,445
Held-to-Maturity ....................................... 1,783,197 1,553,109
Loans Held-for-Sale ..................................... 1,716,180 3,612,110
Loans, net .............................................. 22,626,592 20,090,608
Allowance for Loan Losses ............................... 221,032 200,552
Deposits ................................................ 20,263,121 20,526,070
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase ............................... 6,145,986 4,743,966
Other Borrowings ........................................ 4,042,250 1,979,702
Capital Securities ...................................... 385,446 395,208
Stockholders' Equity .................................... 3,137,603 3,216,128
<PAGE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------
1998 1997 1996
--------------- -------------- --------------
<S> <C> <C> <C>
CONSOLIDATED SUMMARY STATEMENTS OF INCOME:
Interest Income ......................................... $ 2,231,941 $ 834,035 $ 722,107
Interest Expense ........................................ 1,171,865 366,677 321,324
----------- ----------- -----------
Net Interest Income .................................... 1,060,076 467,358 400,783
Provision for Loan Losses ............................... 48,501 8,748 8,640
Non-Interest Income ..................................... 602,758 79,382 49,173
Other Non-Interest Expense .............................. 772,340 184,616 197,983
Capital Securities Costs ................................ 19,591 9,235 25
Amortization & Write-down of Intangible Assets .......... 71,675 7,292 6,364
Amortization of Mortgage Servicing Assets ............... 92,291 -- --
Merger Related Restructure Charges ...................... 52,452 -- 21,613
Income Before Provision for Income Taxes, Extraordinary
Items and Preferred Dividends .......................... 605,984 336,849 215,331
Provision for Income Taxes .............................. 188,971 129,238 94,158
----------- ----------- -----------
Net Income before Extraordinary Items and Preferred
Dividends .............................................. 417,013 207,611 121,173
Extraordinary Items-Losses on Early Extinguishment
of Debt, net of tax benefits ........................... (4,057) -- --
----------- ----------- -----------
Net Income .............................................. 412,956 207,611 121,173
Preferred Dividends ..................................... 18,750 -- --
----------- ----------- -----------
Net Income for Common Shareholders ..................... $ 394,206 $ 207,611 $ 121,173
=========== =========== ===========
SHARE DATA:
Weighted Average Shares -- Basic ........................ 276,928 166,335 166,690
Weighted Average Shares -- Diluted ...................... 294,823 169,903 170,015
Common Shares Outstanding at Period-End ................. 275,543 169,238 166,310
CONSOLIDATED PER SHARE DATA:
Basic Earnings per Common Share:
Income before Extraordinary Items and Preferred Dividends $ 1.51 $ 1.25 $ 0.73
Net Income .............................................. 1.49 1.25 0.73
Diluted Earnings per Common Share:
Income before Extraordinary Items and Preferred Dividends 1.41 1.22 0.71
Net Income .............................................. 1.40 1.22 0.71
Earnings per Share after Preferred Dividends:
Basic ................................................... 1.42 1.25 0.73
Diluted ................................................. 1.34 1.22 0.71
Cash Dividends .......................................... 0.65 0.38 0.28
Book Value at Period-End ................................ 11.66 6.73 5.68
CONSOLIDATED BALANCE SHEET DATA AT PERIOD-END:
Total Assets ............................................ $33,534,542 $11,608,663 $10,207,450
Securities:
Available-for-Sale ..................................... 3,708,270 2,226,512 1,359,771
Held-to-Maturity ....................................... 2,095,023 2,116,275 2,312,084
Loans Held-for-Sale ..................................... 3,884,886 -- --
Loans, net .............................................. 20,352,416 6,744,756 5,904,174
Allowance for Loan Losses ............................... 191,990 80,273 78,607
Deposits ................................................ 20,583,061 7,479,869 7,362,162
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase ............................... 5,387,501 2,104,036 1,075,487
Other Borrowings ........................................ 2,811,754 449,600 590,088
Capital Securities ...................................... 395,219 199,264 99,637
Stockholders' Equity .................................... 3,213,093 1,138,403 944,733
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------------------- -------------------------------------------
1999 1998 1998 1997 1996
-------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED AVERAGE BALANCE SHEET DATA:
Total Assets .................................. $36,948,219 $35,264,015 $35,423,457 $11,091,598 $9,817,132
Securities .................................... 10,252,247 9,008,603 9,056,139 4,247,513 3,893,545
Loans, net .................................... 23,735,140 23,618,679 23,693,170 6,269,877 5,357,503
Total Deposits ................................ 22,571,797 23,139,322 23,104,642 7,330,401 7,296,380
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase ..................... 6,420,360 4,072,821 4,338,534 1,944,592 939,365
Other Borrowings .............................. 4,229,567 4,555,387 4,442,122 485,200 533,516
Stockholders' Equity .......................... 2,817,680 2,709,566 2,729,283 1,015,819 921,397
</TABLE>
See accompanying "Selected Financial Ratios" on page 22 for additional
information.
The management of North Fork 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. The management of North Fork
does not anticipate these adjustments to be material.
21
<PAGE>
SELECTED FINANCIAL RATIOS
(UNAUDITED)
<TABLE>
<CAPTION>
AS OF OR FOR THE
NINE MONTHS AS OF OR FOR THE
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------------- ------------------------------------
1999 1998 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS:
Return on Average Total Assets:
North Fork .................................... 1.96% 1.48% 1.66% 1.78% 1.14%
North Fork Combined ........................... 1.63 1.35 1.47 1.87 1.23
Dime .......................................... 1.10 1.10 1.11 NA NA
North Fork Combined/Dime Pro Forma ............ 1.20 1.06 1.11 NA NA
Return on Average Total Stockholders' Equity:
North Fork .................................... 26.33 18.44 20.50 25.63 15.90
North Fork Combined ........................... 18.54 14.08 15.38 21.01 13.34
Dime .......................................... 15.67 17.72 17.80 NA NA
North Fork Combined/Dime Pro Forma ............ 15.38 14.01 14.72 NA NA
CAPITAL RATIOS:
Total Stockholders' Equity to Total Assets
(end of period):
North Fork .................................... 6.02 8.54 7.78 7.65 7.01
North Fork Combined ........................... 7.70 10.12 9.44 9.81 9.26
Dime .......................................... 6.52 6.31 6.21 NA NA
North Fork Combined/Dime Pro Forma ............ 8.96 10.07 9.58 NA NA
Tier 1 Risk-Based Capital:
North Fork .................................... 12.76 16.58 15.19 15.33 13.82
North Fork Combined ........................... 12.39 15.76 14.63 17.97 17.15
Dime .......................................... 9.11 9.99 9.94 NA NA
North Fork Combined/Dime Pro Forma ............ 9.84 11.70 11.23 NA NA
Regulatory Minimum Requirement ................ 4.00 4.00 4.00 4.00 4.00
Total Risk-Based Capital:
North Fork .................................... 13.75 17.83 16.39 16.58 15.11
North Fork Combined ........................... 13.58 17.20 16.13 19.11 18.32
Dime .......................................... 10.02 10.87 10.73 NA NA
North Fork Combined/Dime Pro Forma ............ 10.90 12.85 12.35 NA NA
Regulatory Minimum Requirement ................ 8.00 8.00 8.00 8.00 8.00
Leverage Ratio:
North Fork .................................... 7.65 9.68 9.09 8.74 7.46
North Fork Combined ........................... 7.46 9.22 8.72 10.53 9.47
Dime .......................................... 6.17 6.06 5.98 NA NA
North Fork Combined/Dime Pro Forma ............ 6.89 7.61 7.30 NA NA
Regulatory Minimum Requirement ................ 4.00 4.00 4.00 4.00 4.00
ASSET QUALITY DATA:
Allowance for Loan Losses to Net Loans
(end of period):
North Fork .................................... 1.08 1.30 1.26 1.30 1.45
North Fork Combined ........................... 0.97 1.14 1.11 1.19 1.33
Dime .......................................... 0.96 0.89 0.82 NA NA
North Fork Combined/Dime Pro Forma ............ 0.98 1.00 0.94 NA NA
Allowance for Loan Losses to Nonperforming Loans
(end of period):
North Fork .................................... 450 430 470 198 146
North Fork Combined ........................... 362 333 375 158 122
Dime .......................................... 194 114 191 NA NA
North Fork Combined/Dime Pro Forma ............ 235 161 245 NA NA
Nonperforming Assets to Total Assets:
North Fork .................................... 0.13 0.20 0.17 0.43 0.64
North Fork Combined ........................... 0.15 0.22 0.18 0.49 0.69
Dime .......................................... 0.40 0.62 0.37 NA NA
North Fork Combined/Dime Pro Forma ............ 0.33 0.51 0.33 NA NA
</TABLE>
22
<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 September 30, 1999 and 1998 and the year ended December 31,
1998, and (ii) the JSB merger with respect to all periods presented; and (b)
North Fork Combined/Dime, with respect to information for September 30, 1999
and 1998 and the year ended December 31, 1998. The pro forma comparative per
share data assumes the North Fork-Dime merger had been consummated on January
1, 1998. We have also assumed that Dime will be merged with North Fork using
the purchase method of accounting. See "Pro Forma Condensed Combined Financial
Statements (Unaudited)" on page 73.
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 1.054. 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
$16.125, which was the closing price of North Fork common stock on March 3,
2000, the last trading day prior to announcement of the North Fork offer. We
present this information to reflect the fact that Dime stockholders will
receive more than 0.9302 shares of North Fork common stock for each share of
Dime common stock exchanged in the offer.
The 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 are set
forth in the JSB Acquisition Prospectus. We are incorporating this material
into this document by reference. See "Where You Can Find More Information" on
page 4. 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 transactions described above.
23
<PAGE>
COMPARATIVE PER SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
AS OF OR FOR THE
NINE MONTHS AS OF OR FOR THE
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------- -------------------------------
1999 1998 1998 1997 1996
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
NORTH FORK COMMON STOCK:
Net Income per Share before
Extraordinary Items and Preferred Dividends:
Basic:
Historical ...................................... $ 1.21 $ 0.79 $ 1.19 $1.24 $0.69
North Fork Combined (1) ......................... 1.11 0.82 1.21 1.25 0.73
North Fork Combined/Dime Pro Forma .............. 1.27 1.07 1.51 NA NA
Diluted:
Historical ...................................... 1.20 0.78 1.18 1.22 0.68
North Fork Combined (1) ......................... 1.09 0.80 1.19 1.22 0.71
North Fork Combined/Dime Pro Forma .............. 1.20 1.00 1.41 NA NA
Net Income per Share after Extraordinary Items:
Basic:
Historical ...................................... 1.21 0.79 1.19 1.24 0.69
North Fork Combined (1) ......................... 1.11 0.82 1.21 1.25 0.73
North Fork Combined/Dime Pro Forma .............. 1.26 1.05 1.49 NA NA
Diluted:
Historical ...................................... 1.20 0.78 1.18 1.22 0.68
North Fork Combined (1) ......................... 1.09 0.80 1.19 1.22 0.71
North Fork Combined/Dime Pro Forma .............. 1.18 0.99 1.40 NA NA
Net Income after Extraordinary Items and Preferred
Dividends:
Basic:
Historical ...................................... 1.21 0.79 1.19 1.24 0.69
North Fork Combined (1) ......................... 1.11 0.82 1.21 1.25 0.73
North Fork Combined/Dime Pro Forma .............. 1.21 1.00 1.42 NA NA
Diluted:
Historical ...................................... 1.20 0.78 1.18 1.22 0.68
North Fork Combined (1) ......................... 1.09 0.80 1.19 1.22 0.71
North Fork Combined/Dime Pro Forma .............. 1.14 0.94 1.34 NA NA
Cash Dividends Declared Per Common Share (2):
Historical ...................................... 0.45 0.38 0.65 0.38 0.28
North Fork Combined ............................. 0.45 0.38 0.65 0.38 0.28
North Fork Combined/Dime Pro Forma .............. 0.45 0.38 0.65 NA NA
Book Value Per Share at Period End (3):
Historical ...................................... 5.38 6.09 5.89 5.53 4.45
North Fork Combined ............................. 7.20 8.39 8.14 6.73 5.68
North Fork Combined/Dime Pro Forma .............. 11.44 11.62 11.66 NA NA
DIME COMMON STOCK:
Net Income per Share before
Extraordinary Items and Preferred Dividends:
Basic:
Historical ...................................... 1.63 1.57 2.13 1.15 1.00
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.34 1.13 1.59 NA NA
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
AS OF OR FOR THE
NINE MONTHS AS OF OR FOR THE
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------- --------------------------------
1999 1998 1998 1997 1996
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Diluted:
Historical ...................................... $ 1.61 $ 1.55 $ 2.09 $ 1.13 $ 0.96
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.26 1.06 1.49 NA NA
Net Income per Share after Extraordinary Items:
Basic:
Historical ...................................... 1.59 1.54 2.09 1.14 1.00
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.33 1.11 1.57 NA NA
Diluted:
Historical ...................................... 1.57 1.51 2.06 1.12 0.96
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.25 1.04 1.48 NA NA
Net Income after Extraordinary Items and Preferred
Dividends:
Basic:
Historical ...................................... 1.59 1.54 2.09 1.14 1.00
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.20 0.99 1.41 NA NA
Diluted:
Historical ...................................... 1.57 1.51 2.06 1.12 0.96
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 1.27 1.06 1.50 NA NA
Cash Dividends Declared per Common Share (3):
Historical ...................................... 0.17 0.14 0.19 0.12 0.00
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 0.47 0.40 0.69 NA NA
Book Value Per Share at Period End:
Historical ...................................... 13.31 11.96 12.42 11.30 9.76
North Fork Combined/Dime Pro Forma
Equivalent (4) ................................ 12.06 12.26 12.29 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 on pages 17-18 of the JSB Acquisition Prospectus, 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/Dime
pro forma common shares are calculated by adding North Fork Combined to
Dime historical common shares outstanding as adjusted for the exchange
ratio of 0.9302 and the pro forma weighted average common stock
equivalents of the $250 million in North Fork preferred stock to be issued
to FleetBoston. North Fork Combined common shares outstanding gives effect
to the Reliance and JSB transactions on a pro forma basis as set forth in
the JSB Acquisition Prospectus. See "Where You Can Find More Information"
on page 4.
(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 1.054.
The management of North Fork 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. The management of North Fork
does not anticipate these adjustments to be material.
25
<PAGE>
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. We intend, as soon as practicable after consummation of the offer, to
seek to merge Dime with and into 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 pursuant to the offer. In the North Fork-Dime
merger, each then outstanding share of Dime common stock (except for 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.
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.
Specifically, we estimate that a combination of North Fork and Dime would
result in (a) accretion to North Fork's reported diluted earnings per share of
12.6% for 2001 and accretion to North Fork's diluted cash earnings per share
(i.e., reported earnings before amortization of intangibles) of 17.4% in 2001
and (b) an increase in North Fork's tangible book value from $5.21 per share as
of December 31, 1999 to an estimated $7.51 per share on a pro forma basis as of
December 31, 2000 (assuming earnings for 2000 based on mean earnings per share
estimates of I/B/E/S International Inc. as of March 5, 2000 of $1.82 for North
Fork and $2.34 for Dime, net of purchase accounting adjustments, and assuming a
dividend payout ratio for North Fork and Dime consistent with past practice)
(I/B/E/S is a data service that monitors and publishes compilations of earnings
estimates by selected research analysts). Since each Dime stockholder would
become a North Fork stockholder upon consummation 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. Based on March 27, 2000 closing prices, the offer
represents a premium of approximately 42% over the implied value of the
proposed Dime-Hudson merger. Based on closing prices for North Fork
common stock and Hudson common stock for each trading day since the
announcement of our offer on March 5, 2000, the value of our offer has
represented an average premium of approximately 37.5% over the implied
value of the proposed Dime-Hudson merger.
o Better Long-Term Growth Prospects. We believe that a combination of
North Fork and Dime has better long-term growth prospects than the
proposed Dime-Hudson merger, potentially resulting in increased
shareholder value over the long-term. We have a proven history of
strong profitability and growth in shareholder value based on several
common benchmarks used to measure performance. The tables below 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.
26
<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>
1996 1997 1998 1999
------- ------- ------- ------
<S> <C> <C> <C> <C>
Return on Average Assets
NORTH FORK 1.43% 1.75% 2.04% 1.92%
DIME 0.62 0.64 1.13 1.11
Hudson 0.90 1.01 1.05 1.27
Bank Peer Group (2) 1.31 1.39 1.40 1.34
Thrift Peer Group (3) 0.72 0.64 0.83 0.88
Return on Average Common Equity
NORTH FORK 19.9% 25.2% 25.2% 27.1%
DIME 12.4 11.7 18.1 16.7
Hudson 10.6 12.6 14.0 20.2
Bank Peer Group (2) 17.0 17.5 16.9 16.8
Thrift Peer Group (3) 14.7 13.4 17.8 17.9
Net Interest Margin
NORTH FORK 4.24% 4.42% 4.48% 4.16%
DIME 2.40 2.51 2.68 2.91
Hudson 4.23 4.25 4.10 4.04
Bank Peer Group (2) 4.20 4.17 3.95 3.89
Thrift Peer Group (3) 2.75 2.66 2.57 2.54
Operating Efficiency Ratio (4)
NORTH FORK 41.7% 37.5% 33.7% 33.2%
DIME 57.4 56.7 63.5 62.2
Hudson 60.4 59.0 55.0 50.3
Bank Peer Group (2) 53.1 52.4 52.4 51.1
Thrift Peer Group (3) 57.9 54.1 51.1 46.0
</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
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 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 as
per the Dime/Hudson investor presentation dated September 15,
1999 made in connection with the announcement of the proposed
Dime-Hudson merger.
(4) Defined as noninterest expenses (excluding goodwill amortization)
divided by noninterest income (excluding securities gains and
losses) plus net interest income, excluding all nonrecurring
items.
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.
27
<PAGE>
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 cost
savings of $100 million after-tax, which represents approximately 50%
of our estimate of Dime's 2001 operating expense related to its banking
operations, approximately 25% of our estimate of Dime's total 2001
operating expenses and approximately 15% of our estimate of total
non-interest expense 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 revenue enhancements
in connection with the transaction. See note 2 to the table below and
see "--Cost Savings; Revenue Retention."
o Improved Cash Dividends. During 1999 Dime paid dividends on its common
stock of $0.23 per share. According to the Joint Proxy
Statement/Prospectus, dated February 8, 2000, with respect to the
proposed Dime-Hudson merger (the "Joint Proxy Statement/Prospectus"),
pursuant to the proposed Dime-Hudson merger, Dime stockholders are
expected to receive pro forma equivalent dividends of $0.60 per share
(based on the exchange ratio of .60255 in the proposed Dime-Hudson
merger and the proposed dividend of $1.00 per share that Dime United
expects to pay if the proposed Dime-Hudson merger is completed). 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
190% above Dime's current annual dividend rate and more than 11% above
the pro forma equivalent dividend per Dime share in the proposed
Dime-Hudson merger. In the past five years, on a compounded basis, we
have achieved a 40.1% annual growth rate in our per share dividend,
compared to a 24.9% annual growth rate for Hudson's per share dividend
over the same period. 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.
The table on the opposite page sets forth the computation of our estimated
2001 pro forma earnings per share and cash earnings per share (earnings per
share excluding the amortization of goodwill). Using I/B/E/S stand-alone
earnings per share estimates for North Fork and Dime and assuming (i) the
realization of cost savings as estimated by our management, (ii) the impact of
deleveraging the pro forma balance sheet, (iii) the foregone net income from
the proposed sale of branches to FleetBoston, (iv) foregone earnings on cash
utilized in the transaction and (v) purchase accounting adjustments on a basis
consistent with the adjustments described in "Notes to Pro Forma Condensed
Combined Financial Statements (Unaudited)," the acquisition of Dime is expected
to result in accretion to North Fork's earnings per share and cash earnings per
share as set forth below. The factors that could affect our ability to achieve
these results include (i) the failure to achieve estimated cost savings in the
amounts or in the time period estimated, (ii) changes in interest rates, which
could have an adverse effect on the combined company's net interest margin and
earnings and (iii) 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 3, 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 earnings. In addition, the
information estimated below is inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control. The information estimated 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.
28
<PAGE>
<TABLE>
<CAPTION>
ESTIMATED 2001
PRO FORMA
NET INCOME
-----------------------
($ IN MILLIONS, EXCEPT
FOR PER SHARE DATA)
<S> <C>
North Fork Net Income (1) ....................................... $ 352
Dime Net Income (1) ............................................. 276
-----
Total Net Income ................................................ $ 628
=====
After-Tax Adjustments
Cost Savings (2) ............................................... $ 100
Net Revenue Enhancements/Run-off ............................... 0
Foregone Earnings on Cash Disbursements (3) .................... (6)
Branch Sale to FleetBoston and Deleveraging Impact (4) ......... (44)
Incremental Goodwill Amortization and Net Purchase Accounting
Adjustments (5) .............................................. (2)
--------
Pro Forma Net Income (6) ........................................ $ 676
=======
North Fork Per Share Impact:
Pro Forma Diluted EPS (7) ...................................... $2.27
Stand Alone Diluted EPS (1) .................................... $2.02
GAAP Diluted EPS Accretion ..................................... 12.6%
Goodwill Amortization .......................................... $ 69
Pro Forma Diluted Cash EPS ..................................... $2.50
Stand Alone Diluted Cash EPS ................................... $2.13
Cash Diluted EPS Accretion ..................................... 17.4%
</TABLE>
- ----------
(1) Based on March 5, 2000 median I/B/E/S earnings per share estimates for
2001 of $2.02 for North Fork and $2.46 for Dime.
(2) Assumes after-tax cost savings of $100 million, 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 7.00% pre-tax.
(4) Reflects foregone earnings in an amount equal to assumed net pre-tax
income of 2.00% of deposit balances to be sold to FleetBoston, and a
1.25% annual pre-tax margin related to disposition of $2 billion in
securities and retirement of associated liabilities to deleverage the
balance sheet.
(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.
(7) Based on Pro Forma Net Income and 297.7 million shares outstanding.
Incorporates dilutive impact of convertible preferred stock and stock
purchase rights issued to FleetBoston.
29
<PAGE>
Cost Savings; Revenue Retention. North Fork's estimate of cost savings in
connection with its proposed acquisition of Dime is based on North Fork's
estimate of the total cost to North Fork 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 North Fork's prior experience in acquiring
thrift institutions, North Fork's existing cost structure and North Fork's
estimate of the direct costs and marginal back office and lending costs
necessary to operate acquired thrift branches. Because North Fork was unable to
discuss any of its cost savings assumptions or analyses with management of Dime
and has had no access to Dime's internal information about its operations in
connection with the preparation of North Fork's cost savings estimates, North
Fork relied on publicly-available information concerning Dime, its general
knowledge of the markets in which North Fork and Dime compete and North Fork's
past experience with respect to its own operations and its integration of
acquired financial institutions.
For purposes of arriving at its estimates, North Fork analyzed Dime's core
banking operations and Dime's mortgage banking subsidiary, North American
Mortgage Company ("NAMCO"), as separate business segments. North Fork 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 North Fork does not have sufficient information with respect to
Dime's operations from which it may determine with precision where it would
expect to derive its estimated cost savings, North Fork believes 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, 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.
North Fork's estimate of after-tax cost savings of $100 million (or
approximately $155 million on a pre-tax basis) is equivalent to approximately
50% of North Fork's estimate of Dime's total operating expenses associated with
its core banking operations for 2001 and 25% of North Fork's estimate of Dime's
total operating expenses for 2001 on a consolidated basis. North Fork's
estimate of the total operating expenses associated with Dime's core banking
operations on a stand-alone basis for 2001 was based on North Fork's estimate
of Dime's 1999 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. North Fork's estimate of Dime's 1999 fourth quarter
operating expenses for its core banking operations was derived from actual
revenue, profit and depreciation and amortization information for Dime for the
third quarter of 1999, both on a consolidated basis and for its individual
business segments, as published in Dime's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 (the "Dime September 10-Q") and an assumed 37%
tax rate for Dime. North Fork also reviewed other publicly-available
information published by Dime, including information with respect to its
operating results for the fourth quarter of 1999 and the full year 1999, which
reflected (i) a sharp decline in residential mortgage loan production by NAMCO
and a continued "downsizing" of NAMCO's business, and (ii) growth in Dime's
core banking business as a result of its acquisitions of Lakeview Financial
Corp. in May 1999, the automobile finance business of Citibank in August 1999
and the Long Island branch banking operations of KeyBank in October 1999.
North Fork believes that it has the requisite experience to realize the
estimated cost savings and has 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 NAMCO as North Fork continues 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 "Forward-Looking Statements."
As indicated in the table above, North Fork has not assumed any net
revenue enhancements in formulating its estimate of 2001 earnings per share. In
addition, North Fork has not assumed any net run-off in revenue attributable to
its acquisition of Dime. This latter assumption is based on North Fork's
30
<PAGE>
prior acquisition experience, where North Fork was able to grow net interest
income and non-interest income while achieving targeted cost savings. If North
Fork were permitted access to non-public information regarding Dime's business
plans and operations, North Fork's assumptions of no net revenue enhancements
or run-off might differ. North Fork intends generally to implement its cost
savings measures 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 North Fork's deposit, lending and
investment products and services.
North Fork notes that it has 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 North Fork believes that the
integration of Dime's operations into North Fork 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 "Forward-Looking Statements."
BACKGROUND OF THE OFFER
BACKGROUND
From time to time, North Fork is involved in due diligence investigations,
discussions and negotiations concerning possible business combination
transactions with other financial institutions. North Fork generally seeks to
acquire financial institutions that would (a) complement its overall strategic
focus, (b) provide opportunities for growth in markets where the target
financial institution conducts business, and (c) improve North Fork's 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 contains several provisions which are
designed to inhibit any competing offers for Dime from North Fork or anyone
else, including (a) 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, (b) 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
(c) Dime's agreement that it may not unilaterally terminate the merger
agreement prior to June 30, 2000, even if Dime stockholders fail 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 North Fork and North Fork's outside
financial advisors and legal counsel held several meetings to review and
discuss North Fork's 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 North Fork from submitting an
acquisition proposal for Dime or making an offer for shares of Dime common
stock. On February 22, 2000, representatives of North Fork initiated
discussions with representatives of FleetBoston concerning the matters
described under "The Offer--Source and Amount of Funds," including to ascertain
FleetBoston's interest in making an equity investment in North Fork in
connection with the offer. See "The Offer--Source and Amount of Funds."
On March 5, 2000, North Fork's board of directors met to review the
proposed terms of the offer, the proxy solicitation and the proposed
arrangements with FleetBoston. Because the North Fork board believes that a
combination of North Fork and Dime would offer compelling benefits to both
companies, their stockholders and their other constituencies, it unanimously
determined that North Fork 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." The North Fork board also
approved the agreement with FleetBoston regarding its proposed equity
investment in North Fork.
On March 5, 2000, North Fork signed a definitive agreement with
FleetBoston providing for an equity investment in North Fork in connection with
the offer.
31
<PAGE>
On March 5, 2000, North Fork announced its intention to commence the
offer, to be followed by the merger, and that North Fork would be soliciting
proxies against the proposed Dime-Hudson merger. On March 6, 2000, North Fork
commenced the Delaware litigation and filed preliminary proxy materials with
the SEC with respect to North Fork's proposed solicitation of proxies against
the proposed Dime-Hudson merger.
On March 7, 2000, Dime announced that its board of directors had
unanimously rejected the offer and that it recommended that Dime stockholders
not tender their shares to North Fork. 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 (a) had concluded that the offer
is inadequate and not in the best interests of Dime and its stockholders, (b)
remained committed to the proposed Dime-Hudson merger and (c) recommended that
Dime stockholders not tender their shares of Dime common stock in the offer.
On March 9, 2000 North Fork brought a motion in the Court of Chancery in
Delaware seeking a temporary restraining order to enjoin the Dime stockholder
vote at the special meeting initially scheduled for March 15, 2000, alleging,
among other things, that Dime's proxy statement supplement dated March 8, 2000,
contained false and misleading information. Later in the day on March 9, 2000,
Dime announced that it was postponing its special meeting of stockholders for
the purpose of voting on the Dime-Hudson merger agreement to March 24, 2000. In
light of this postponement, on March 10, 2000, North Fork withdrew its motion
for a temporary restraining order. See "The Offer--Litigation."
On or about March 13, 2000, North Fork mailed definitive proxy materials
to Dime stockholders. These materials solicited proxies against the proposed
Dime-Hudson merger. On March 14, 2000, North Fork filed 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, North
Fork commenced the offer by mailing the preliminary prospectus, the letter of
transmittal and related exchange offer materials to Dime stockholders. Also on
March 15, North Fork filed its application with the Federal Reserve Board
seeking approval of the offer and the proposed North Fork merger.
On March 21, 2000, Dime filed 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 North Fork's 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 22, 2000, Dime filed a complaint against North Fork and its
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."
On March 23, 2000, North Fork announced that it had extended the
expiration date of the offer to 12:00 midnight, New York City time, on
Wednesday, May 31, 2000. North Fork 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 North Fork 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
are two conditions to our offer.
On March 27, 2000, North Fork issued a press release announcing that it
may be prepared to increase and/or change the mix of stock and cash in its
offer, that it 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 North Fork that Dime's earnings potential is greater
than estimated by North Fork, and that this process would serve as a basis for
North Fork's consideration of both increasing and possibly changing the mix of
stock and cash in its offer. North Fork also stated that it would enter into
such discussions with Dime only with the consent of Hudson, as the merger
agreement between Dime and Hudson currently prohibits Dime from entering into
discussions with third parties, including North Fork,
32
<PAGE>
concerning acquisition transactions, and that North Fork's 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 North
Fork to enter into discussions with Dime.
INFORMATION CONCERNING THE PROPOSED DIME-HUDSON MERGER
The Dime-Hudson merger agreement provides that in the proposed Dime-Hudson
merger, Dime will be the surviving corporation and will change its name to Dime
United. Each outstanding share of Dime common stock, other than those
beneficially owned by Dime or Hudson, would be converted into 0.60255 shares of
Dime United common stock, and each outstanding share of Hudson common stock,
other than those beneficially owned by Dime or Hudson, would be converted into
one share of Dime common stock. The obligations of Dime and Hudson to complete
the proposed Dime-Hudson merger are subject to various conditions, including
the following: (a) approval and adoption of the Dime-Hudson merger agreement by
the stockholders of Dime and Hudson, (b) receipt and effectiveness of all
governmental and other approvals, registrations and consents and the expiration
of all related waiting periods required to consummate the proposed Dime-Hudson
merger and the issuance of Dime United common stock, and (c) the receipt by
each of Dime and Hudson of a letter from its respective independent auditors to
the effect that the proposed Dime-Hudson merger will qualify for
pooling-of-interests accounting treatment.
Pursuant to the Hudson option agreement, Dime granted to 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.
Hudson may exercise the Hudson option if both an "initial triggering
event" and a "subsequent triggering event" occur prior to the occurrence of an
event that would terminate the Hudson option. An initial triggering event has
occurred under the Hudson option agreement by virtue of the filing of our
registration statement with the SEC with respect to the offer. A subsequent
triggering event under the Hudson option will have occurred if any person
acquires beneficial ownership of 25% or more of the outstanding voting
securities of Dime or if Dime enters into an agreement with respect to or
otherwise proposes or recommends any transaction with a third party (other than
Hudson) involving a merger or consolidation of, or a sale of all or a
substantial part of the assets or deposits of or securities constituting 25% or
more of the outstanding voting power of, Dime or any of its subsidiaries.
Completion of the offer would constitute a subsequent triggering event and
would result in the Hudson option becoming exercisable. Insofar as the exercise
price of the Hudson option is higher than current trading prices for Dime
common stock, the Hudson option has no value on an exercised basis.
Upon the occurrence of a "repurchase event," Hudson has the right to
require Dime to repurchase the Hudson option at a price equal to the amount by
which the market value of the option (as determined pursuant to the Hudson
option agreement) exceeds the exercise price of the option. Completion of the
offer would constitute a repurchase event under the Hudson option. However,
based on current trading prices of Dime common stock, the repurchase feature of
the Hudson option would not have value because the exercise price of the Hudson
option is higher than the current trading prices for Dime common stock.
Furthermore, at any time within 90 days after a repurchase event, Hudson will
have the right to surrender the Hudson option to Dime for a cash payment of $50
million. Our offer is conditioned on the valid termination of the Hudson option
agreement and the surrender of the Hudson option to Dime for an amount not to
exceed $50 million.
The foregoing description of the Dime-Hudson merger agreement and the
Hudson option agreement is qualified in its entirety by reference to the full
text of the Dime-Hudson merger agreement and the Hudson option agreement,
copies of which have been included as annexes to the Joint Proxy
Statement/Prospectus included in Dime's Registration Statement on Form S-4,
filed with the SEC on February 8, 2000.
33
<PAGE>
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 March 27, 2000 of $16.19, the
offer has a value of $17.06 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. We intend, as soon as possible
after completion of the offer, to seek to have Dime consummate the North
Fork-Dime merger in which each outstanding share of Dime common stock (except
for 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
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.
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."
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 Dime-Hudson merger agreement condition, the rights plan condition, the
North Fork stockholder approval condition, the regulatory approvals condition
and 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 earlier to occur of (a)
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 (b) 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
(we refer to the earliest of these dates as the "Dime distribution date"),
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. The Dime distribution date will occur on the tenth business day
following the date we commence our offer unless, before that time, Dime's
34
<PAGE>
board of directors decides to set an earlier or later date as the Dime
distribution date. According to Dime's solicitation/recommendation statement on
Schedule 14D-9 filed on March 21, 2000, the Dime board has acted to delay the
distribution date pursuant to the Dime rights agreement. 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, a
book-entry confirmation received by the exchange agent 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 under the
caption "Extension, Termination and Amendment."
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 North Fork or anyone else, including (a) 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, (b)
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 (c) 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 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 such time as the court
rules on our motion, 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.
35
<PAGE>
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 have not abandoned any of our claims
contained in the amended complaint and have 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 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 that North
Fork and FleetBoston conspired to purchase Dime in order to eliminate a
combined Dime/Hudson entity from competition in several purported banking
markets, that 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 that 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 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. We
believe that 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 North Fork's acquisition of Dime.
Furthermore, we believe not only that Dime will be unable to substantiate its
claims, but also that 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
North Fork's motion to stay Dime's antitrust action in New York. On March 20,
2000, the Delaware court denied North Fork's motion.
On March 17, 2000, North Fork moved for an expedited hearing and partial
summary judgment with respect to its claims in the Delaware litigation. A
briefing schedule on that motion has been established and a hearing has been
set for April 17, 2000.
On March 21, 2000, Dime filed a complaint in the United States District
Court for the Eastern District of New York against North Fork and the
individual members of North Fork's 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 North Fork with the SEC. Dime's claim seeks injunctive and
other relief. North Fork believes that the claims alleged by Dime in its
complaint are without merit and intends to contest the action vigorously.
Dime's complaint alleges that North Fork's March 11, 2000 proxy statement
and March 14, 2000 exchange offer prospectus contain misleading statements of
material facts and omit to state material facts
36
<PAGE>
necessary to make the statements therein not false or misleading, including in
the following respects: (i) North Fork's statements that the offer represents a
"significant premium" to Dime's stockholders is materially misleading because
(a) North Fork has not disclosed that the timing of its 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; (ii) North Fork
should disclose that its 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) North Fork 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) North Fork has omitted disclosure
of (a) the earnings-per-share dilution that Dime stockholders will experience
in 2000 and 2001 based on North Fork's assumptions, which Dime calculates as
being greater than 14% in each of 2001 and 2002, and (b) the alleged
detrimental effect that North Fork's 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) North Fork has not disclosed the assumptions underlying North
Fork's 2001 earnings-per-share estimate for the North Fork common stock, and
allegedly has attempted to "obscure the magnitude" of its estimated cost
savings by presenting this estimate on an after-tax rather than a pre-tax
basis; (vi) North Fork omitted to disclose that its estimated cost savings
represent 86% of North Fork's 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) North Fork omitted disclosure concerning the basis for
its estimate of cost savings or how its estimated costs savings are realistic
or achievable, and the identification of the areas in which it anticipates
achieving the estimated cost savings; (viii) North Fork omitted to disclose the
level of revenue run-off that North Fork estimates 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) North Fork
omitted disclosure concerning the level of integration risk that North Fork
must confront because Dime is more than seven times larger than North Fork's
next largest acquisition and three times larger than all of its acquisitions
combined, and because in February of this year North Fork completed two
acquisitions which increased North Fork's assets by approximately 35%, so that
if North Fork were to acquire Dime, North Fork would be roughly three times
larger (based on total assets) than it was less than a month ago, and that this
rate of growth creates "virtually unprecedented integration risk;" (x) North
Fork has 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) North Fork has omitted
disclosure concerning North Fork's ability to effectively manage the resulting
institution, achieve its estimated cost savings and prevent revenue run-off in
light of the "size and hostile nature" of the offer and the proposed North Fork
merger and if North Fork terminates key Dime management personnel (or if such
management voluntarily terminate their employment); (xii) North Fork has
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) North
Fork has omitted to disclose its "consistent failure to acquire banks in
unsolicited or hostile transactions" and that it "has been forced to abandon
every such attempt;" (xiv) North Fork has omitted to disclose that there are
"significant differences" between Dime and the financial institutions that
North Fork has 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) North Fork has omitted (a)
details of its 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 North Fork not to bid for Dime, (c) disclosure as
to whether its offer is conditioned on FleetBoston's proposed
37
<PAGE>
investment in North Fork, (d) disclosure as to whether North Fork's
negotiations with FleetBoston violated a "standstill" agreement applicable to
North Fork with respect to Dime and (e) disclosure as to the specific
operations that North Fork has agreed to sell to FleetBoston; (xvi) North
Fork's 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 North Fork's past record of complying with its community lending
obligations; (xvii) North Fork has omitted disclosure of all of the required
regulatory approvals in connection with the offer, the standards required to
obtain the approvals, the status of its 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)
North Fork has omitted disclosure of its 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 North Fork's
community lending record allegedly will delay consummation of the offer and the
proposed North Fork merger; (xix) North Fork has made certain fraudulent public
and/or selective disclosures concerning North Fork's 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 the part of North Fork to acquire 9.9% of Dime's outstanding common stock;
and (xx) North Fork has put forward its Chairman and Chief Executive Officer,
John A. Kanas, as its principal spokesman in connection with the offer but has
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 North Fork 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 North
Fork's failure to lend to predominantly minority and local residents of certain
counties in North Fork's 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, North Fork believes that the claims alleged by Dime in its
complaint are without merit and intends to contest the action vigorously.
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 caption
"Withdrawal Rights" 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, (a) to delay
acceptance for exchange of or, regardless of whether we previously accepted
Dime shares for exchange, 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 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
38
<PAGE>
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 the "DTC")), a properly completed and duly executed letter of transmittal
(or a manually signed facsimile of that document) 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 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
39
<PAGE>
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, other than during a subsequent offering period, Dime shares tendered
pursuant to the offer may be withdrawn at any time prior to the expiration
date, and, unless we previously accepted them pursuant to the offer, may also
be withdrawn at any time after May 16, 2000. 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 telex or facsimile transmission notice of withdrawal at one of
its addresses set forth on the back cover of this prospectus, 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 agent, the Information
Agent, the Co-Dealer Managers 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 (or manually
executed facsimile of that document), along with any required
40
<PAGE>
signature guarantees, or an agent's message in connection with a book-entry
transfer, and any other required documents, must be transmitted to and 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.
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 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. 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 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. 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 will establish accounts with respect to the Dime shares
at DTC for purposes of the offer within two business days after the date of
this prospectus, 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 (or a manually
signed facsimile thereof), with any required signature guarantees, or an
agent's
41
<PAGE>
message in connection with a book-entry transfer, and any other required
documents, must, in any case, be transmitted to and 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.
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;
(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 (or a manually signed facsimile thereof),
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.
42
<PAGE>
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 a manually signed facsimile(s) thereof), 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, the Co-Dealer Managers
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.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of certain 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,
partnerships, foreign persons, certain financial institutions, insurance
companies, tax-exempt entities, dealers in securities, traders in securities
that elect to apply a mark-to-market method of
43
<PAGE>
accounting, certain U.S. expatriates, persons that hold Dime common stock as
part of a straddle, hedge, conversion transaction or other integrated
investment, Dime stockholders whose functional currency is not the United
States dollar and 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, 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. 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, and none of North Fork or any party
related to North Fork will acquire or redeem, in connection with the offer and
the merger, shares of North Fork common stock issued to Dime stockholders that
is inconsistent with such requirement, (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. This
opinion will not be binding on the Internal Revenue Service or the courts, and
we will not seek a ruling from the Internal Revenue Service 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.
Assuming that 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, as described above, Skadden, Arps, Slate, Meagher & Flom LLP is further
of the opinion that the following summarizes 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.
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).
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. 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. 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).
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. 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.
44
<PAGE>
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 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
45
<PAGE>
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 (which we refer to as "NASDAQ") or by other sources. The 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 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 consummation 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. The North Fork-Dime merger may be consummated pursuant to
46
<PAGE>
Section 253 of the Delaware General Corporation Law ("DGCL"). Under Section 253
of the DGCL, a parent corporation owning at least 90% of the outstanding shares
of each class of a subsidiary corporation may merge the subsidiary corporation
into itself without the approval of the stockholders of the parent corporation
or of the board of directors or stockholders of the subsidiary corporation.
Alternatively, assuming the minimum tender condition is satisfied and we
consummate 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. 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 price 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 consummation 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 consummation 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 right now 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.
47
<PAGE>
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 beneficially owned by North Fork for its 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.
DIME-HUDSON MERGER AGREEMENT AND OPTION CONDITION
This condition will be satisfied if the stockholders of Dime do not
approve and adopt the Dime-Hudson merger agreement in satisfaction of Section
251 of the DGCL, the Dime-Hudson merger agreement and the Dime-Hudson stock
option agreement are validly terminated, and the option granted to Hudson by
Dime pursuant to the Dime-Hudson stock option agreement is surrendered to Dime
for an amount not to exceed $50 million in cash.
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 resulting 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.
48
<PAGE>
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 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.
Federal Reserve Board regulations require publication of notice of, and
the opportunity for public comment on, the application submitted by North Fork
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.
North Fork filed its application with the Federal Reserve Board on March
15, 2000. Although there can be no assurance whether or when North Fork will
obtain approval from the Federal Reserve Board, North Fork is not aware of any
reason why such approval will not be obtained in the ordinary course and within
usual and customary time frames. By letter dated March 22, 2000, North Fork was
advised by the Federal Reserve Bank of New York that North Fork's application
is expected to be acted upon by the Federal Reserve Board by May 14, 2000.
North Fork publicly announced on March 23, 2000 that it believes it will obtain
approval from the Federal Reserve Board in the latter part of May 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 North Fork's 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 North Fork's receipt of the
Federal Reserve Board approval necessary for completion of the offer and the
proposed North Fork merger. North Fork believes Dime's assertion that
FleetBoston's proposed investment in North Fork will create "significant
competition issues" is without merit. See "The Offer--Litigation." Further,
North Fork believes that Dime's assertions concerning North Fork's community
lending record and its performance record under the Community Reinvestment Act
are without merit. In fact, North Fork has recently been advised by the New
York State Banking Department, one of the two banking agencies with primary
jurisdiction over North Fork Bank, North Fork's 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 North
Fork that the FDIC Bank Examiners with
49
<PAGE>
responsibility for North Fork Bank are recommending that North Fork Bank's
Community Reinvestment Act rating be similarly raised to "outstanding."
Accordingly, North Fork does not believe that its performance record under the
Community Reinvestment Act or its community lending record will delay
completion of the offer.
On March 24, 2000, Dime filed with the Federal Reserve Board a letter
objecting to North Fork's solicitation of proxies from Dime's stockholders
against the proposed Dime-Hudson merger. In its letter, Dime took the position
that North Fork was 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. North Fork believes that Dime's
allegations are without merit and that no approval need be obtained in order to
conduct its proxy solicitation.
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 (a) 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, (b) 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 (c) 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. 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 (i) constitutes a merger or consolidation of the
corporation, (ii) 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 (iii) 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 D to this prospectus and is incorporated herein by reference.
50
<PAGE>
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 the 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 (a) if at the expiration date, any of the minimum tender condition,
the rights plan condition, the DGCL 203 condition, the Dime-Hudson merger
agreement and option condition, the North Fork-Dime merger agreement condition,
the North Fork stockholder approval condition or the regulatory approval
condition has not been satisfied or, with respect to the minimum tender
condition, the rights plan condition, the DGCL 203 condition, the Dime-Hudson
merger agreement and option condition or the North Fork-Dime merger agreement
condition, waived, or (b) if 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), any of our other conditions are not satisfied. Those conditions 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) The North Fork preferred and the North Fork rights shall have
been issued to FleetBoston in accordance with the North
Fork-FleetBoston stock purchase agreement. 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;
(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).
51
<PAGE>
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 these conditions in whole or in
part (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). 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 a condition following acceptance for
exchange but prior to exchange 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 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
52
<PAGE>
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. North
Fork expects that FleetBoston will receive approval from the Federal Reserve
Board in the latter part of May 2000.
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. 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, acquire beneficial ownership of any North Fork
voting securities, 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 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
53
<PAGE>
agreed to cause Dime to sell to us five branches with total deposits of
approximately $500 million as of June 30, 1999. Closing of any such transaction
would be subject to conditions comparable to those applicable to the branch
purchase by FleetBoston.
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 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.
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.
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
54
<PAGE>
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.
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.
Pursuant to understandings between Salomon Smith Barney and Sandler
O'Neill & Partners, L.P. and North Fork with respect to advisory services,
including services as Co-Dealer Managers in connection with our offer, North
Fork will 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 North Fork acquire control of
Dime. North Fork has 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 has agreed 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 Salomon Smith Barney's and Sandler O'Neill's
respective engagements, including certain liabilities under federal securities
laws.
In addition to the fees to be received by Salomon Smith Barney and Sandler
O'Neill in connection with their engagements as financial advisors to North
Fork, Salomon Smith Barney and Sandler O'Neill each have in the past rendered
various investment banking and financial advisory services for North Fork for
which they have received customary compensation.
We will not pay any fees or commissions to any broker, dealer or other
persons (other than the co-dealer managers 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 81.
North Fork has 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 73.
55
<PAGE>
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.
56
<PAGE>
THE COMPANIES
NORTH FORK BANCORPORATION, INC.
GENERAL
North Fork is a 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 September 30,
1999, on a pro forma basis giving effect to North Fork's acquisitions of JSB
Financial, Inc. ("JSB") and Reliance Bancorp, Inc. ("Reliance"), North Fork had
assets of $16.1 billion, deposits of $9.3 billion and stockholders' equity of
$1.2 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 73.
The principal office of North Fork is located at 275 Broad Hollow 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, 1998,
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, 1998, 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, 1998, Dime had
consolidated assets of $22.3 billion, consolidated deposits of $13.7 billion
and consolidated stockholders' equity of $1.4 billion. At September 30, 1999,
Dime had consolidated assets of $22.6 billion, consolidated deposits of $13.3
billion and consolidated stockholders' equity of $1.5 billion. Neither these
December 31, 1998 nor these September 30, 1999 asset and deposit
57
<PAGE>
figures take into account the acquisition by Dime Savings Bank, effective as of
October 18, 1999, of all 28 banking branches located in New York's Nassau and
Suffolk Counties of KeyBank N.A. At that date, these branches had approximately
$1.3 billion of deposits and approximately $500 million of business and
consumer loans. The KeyBank acquisition was accounted for using the purchase
method of accounting.
The principal office of Dime is located at 589 Fifth Avenue, New York, New
York 10017, telephone number (212) 326-6170.
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
58
<PAGE>
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 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;
59
<PAGE>
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 September 30, 1999, North Fork Bank exceeded the required
capital ratios for classification as "well capitalized." See "--Capital
Adequacy."
CAPITAL ADEQUACY
RISK-BASED CAPITAL AND LEVERAGE RATIOS
<TABLE>
<CAPTION>
RISK-BASED RATIOS
---------------------
TIER I TOTAL LEVERAGE
AS OF SEPTEMBER 30, 1999 CAPITAL CAPITAL RATIO (1)
- ------------------------------------------ --------- --------- ----------
<S> <C> <C> <C>
North Fork (2) ........................... 12.39% 13.58% 7.46%
North Fork Bank (3) ...................... 11.09 12.22 6.54
Dime (4) ................................. 9.11 10.02 6.17
Dime Savings Bank ........................ 10.23 11.15 6.87
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.
60
<PAGE>
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 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.
61
<PAGE>
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 will permit 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.
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 March 10, 2000, 173,298,872 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 52.
As of March 10, 2000, 6,023,072 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 512,068 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.
62
<PAGE>
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 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.
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, (1) 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, or
(2) 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, (3) authorize or
63
<PAGE>
issue any additional shares of the North Fork preferred, or (4) 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.
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. If the merger is completed, Dime stockholders, whose rights are
currently governed by the DGCL, the certificate of incorporation of Dime and
the amended and restated bylaws of Dime, will, upon completion of the merger,
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."
64
<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>
65
<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>
66
<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>
67
<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>
68
<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 are requesting that Dime provide
us with information required for complete disclosure regarding the businesses,
operations, financial condition and management of Dime. 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 are requesting that KPMG LLP, the independent
accountants of Dime, provide us with the consents 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, 1998. If we
receive this consent, we will promptly file it as an exhibit to our registration
statement.
69
<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, 1998 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, 1998 and 1997 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, 1998, incorporated in this prospectus and in the
registration statement by reference to North Fork's current Report on Form 8-K
filed on March 14, 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 its
subsidiaries as of December 31, 1998 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, 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 that firm as experts in accounting and
auditing.
70
<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 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."
71
<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 (through March 27, 2000) ......... 18.25 14.44 --
</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 (through March 27, 2000) ......... 17.00 11.31 0.06
</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 merger. The
declaration and payment of dividends after 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.
72
<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 for September 30, 1999 and 1998 and the
year ended December 31, 1998, and (ii) the JSB merger with respect to all
periods presented. The North Fork Combined financial information was previously
filed in the JSB Acquisition Prospectus 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 for September 30, 1999 and 1998 and the year ended December 31, 1998.
The Pro Forma Condensed Combined Balance Sheets (Unaudited) give effect to
the Reliance, JSB and North Fork-Dime mergers as if such transactions had
become effective as of September 30, 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
the beginning of each of the nine months ended September 30, 1999 and 1998 and
the year ended December 31, 1998. 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 tangible 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 anticipated cost savings and revenue enhancement
opportunities that could result from these transactions. The pro forma
information is not necessarily indicative of the combined financial position or
the results of operations of the companies in the future or of the combined
financial position or the results of operations which would have been realized
had these transactions been completed during the periods or as of the dates for
which the pro forma information is presented.
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. You should not rely on the Pro Forma
Condensed Combined Financial Statements (Unaudited) as an indication of the
consolidated results of operations or financial position that would have been
achieved if the business combinations had taken place earlier or of the
consolidated results of operations or financial position of North Fork after
the completion of such transactions. 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.
73
<PAGE>
<TABLE>
<CAPTION>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC., AND DIME BANCORP, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, 1999
(dollars in thousands)
NORTH FORK
NORTH FORK COMBINED (1) DIME
--------------- --------------- ---------------
<S> <C> <C> <C>
ASSETS
Cash & Due from Banks .............................. $ 164,416 $ 182,906 $ 307,639
Money Market Investments ........................... 200,156 232,656 56,414
Securities:
Available-for-Sale ................................ 3,598,197 4,557,186 4,165,499
Held-to-Maturity .................................. 1,279,978 1,783,197 --
----------- ----------- -----------
Total Securities ................................. 4,878,175 6,340,383 4,165,499
----------- ----------- -----------
Loans, net of Unearned Income & Fees ............... 6,386,042 8,626,381 15,973,014
Allowance for Loan Losses ......................... 68,950 83,955 137,077
----------- ----------- -----------
Net Loans ........................................ 6,317,092 8,542,426 15,835,937
----------- ----------- -----------
Premises & Equipment, Net .......................... 73,600 109,689 190,089
Accrued Interest Receivable ........................ 71,989 94,977 102,603
Mortgage Servicing Asset ........................... -- 938,243
Intangible Assets .................................. 81,052 342,516 323,221
Other Assets ....................................... 128,367 205,677 681,506
----------- ----------- -----------
TOTAL ASSETS ..................................... $11,914,847 $16,051,230 $22,601,151
=========== =========== ===========
Liabilities and Stockholders' Equity
Demand Deposits .................................... $ 1,461,517 $ 1,579,057 $ 806,880
Savings N.O.W. & Money Market Deposits ............. 2,893,521 4,192,721 6,256,897
Time Deposits ...................................... 2,215,860 3,497,648 6,229,971
----------- ----------- -----------
Total Deposits ................................... 6,570,898 9,269,426 13,293,748
----------- ----------- -----------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase .......................... 2,676,416 3,004,750 3,141,236
Other Borrowings ................................... 1,494,000 1,877,655 4,164,595
Accrued Expenses & Other Liabilities ............... 256,649 419,240 374,850
----------- ----------- -----------
Total Liabilities ................................ 10,997,963 14,571,071 20,974,429
----------- ----------- -----------
Capital Securities ................................. 199,308 244,308 152,213
Stockholders' Equity
Preferred Stock .................................... -- -- --
Common Stock ....................................... 362,816 1,729 1,203
Additional Paid in Capital ......................... 34,685 343,499 1,166,087
Retained Earnings .................................. 646,373 955,123 615,619
Accumulated Other Comprehensive Income --
Unrealized (Losses)/Gains on Securities
Available-for-Sale, net of taxes .................. (51,018) (12,514) (70,716)
Deferred Compensation .............................. (21,944) (21,944) (5,310)
Treasury Stock ..................................... (253,336) (30,042) (232,374)
----------- ----------- -----------
Total Stockholders' Equity ........................ 717,576 1,235,851 1,474,509
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ $11,914,847 $16,051,230 $22,601,151
=========== =========== ===========
Selected Capital Ratios:
Tier 1 capital Ratio ............................... 12.76% 12.39% 9.11%
Risk Adjusted Capital Ratio ........................ 13.75 13.58 10.02
Leverage Ratio ..................................... 7.65 7.46 6.17
<PAGE>
<CAPTION>
PRO FORMA PRO FORMA NORTH FORK COMBINED/DIME
DEBITS CREDITS PRO FORMA
---------------- ---------------- -------------------------
<S> <C> <C> <C>
ASSETS
Cash & Due from Banks .............................. $ 250,000 6 $ 250,000 6 $ 490,545
Money Market Investments ........................... 289,070
Securities:
Available-for-Sale ................................ 121,329 8 220,129 5 4,785,351
408 2c 14,499 2a
1,068 2c 11,867 7
250,000 6 25,739 2b
197,905 8
1,840,000 6
2,000,000 5
Held-to-Maturity .................................. 1,783,197
-----------
Total Securities ................................. 372,805 4,310,139 6,568,548
------------ -------------- -----------
Loans, net of Unearned Income & Fees ............... 256,623 8 24,342,772
Allowance for Loan Losses ......................... 221,032
------------ -------------- -----------
Net Loans ........................................ -- 256,623 24,121,740
------------ -------------- -----------
Premises & Equipment, Net .......................... 299,778
Accrued Interest Receivable ........................ 197,580
Mortgage Servicing Asset ........................... 938,243
Intangible Assets ................................. . 1,871,035 2a 1,545,225 2d 1,224,970
14,499 2a 195,035 8
515 7 104,000 6
25,739 2b
196,262 4
128,638 8
166,805 8
Other Assets ....................................... 277 7 50,613 8 906,734
72,450 4 105,018 8
69,267 8 56,000 6
89,818 8 174 2c
456 2c
------------ ------------ -----------
TOTAL ASSETS ..................................... $ 3,258,110 $ 6,873,283 $35,037,208
============ ============== ===========
Liabilities and Stockholders' Equity
Demand Deposits .................................... 34,274 8 $ 2,230,270
121,393 6
Savings N.O.W. & Money Market Deposits ............. 265,779 8 9,242,510
941,329 6
Time Deposits ...................................... 937,278 6 8,790,341
------------ -------------- -----------
Total Deposits ................................... 2,300,053 -- 20,263,121
------------ -------------- -----------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase .......................... 6,145,986
Other Borrowings ................................... 2,000,000 5 4,042,250
Accrued Expenses & Other Liabilities ............... 268,712 4 1,062,802
------------ -------------- -----------
Total Liabilities ................................ 4,300,053 268,712 31,514,159
------------ -------------- -----------
Capital Securities ................................. 11,075 7 385,446
Stockholders' Equity
Preferred Stock .................................... 250,000 6 250,000
Common Stock ....................................... 1,203 2d 1,024 2a 2,753
Additional Paid in Capital ......................... 1,166,087 2d 1,649,882 2a 1,993,381
Retained Earnings .................................. 615,619 2d 955,123
Accumulated Other Comprehensive Income --
Unrealized (Losses)/Gains on Securities
Available-for-Sale, net of taxes .................. 70,716 8 (11,668)
234 2c
612 2c
Deferred Compensation .............................. 5,310 2d (21,944)
Treasury Stock ..................................... 232,374 2d (30,042)
------------ -------------- -----------
Total Stockholders' Equity ........................ 1,782,909 2,210,152 3,137,603
------------ -------------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ $ 6,094,037 $ 2,478,864 $35,037,208
============ ============== ===========
Selected Capital Ratios:
Tier 1 capital Ratio ............................... 9.84%
Risk Adjusted Capital Ratio ........................ 10.90
Leverage Ratio ..................................... 6.89
</TABLE>
- --------
(1) As previously reported in the JSB Acquisition Prospectus.
74
<PAGE>
<TABLE>
<CAPTION>
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 NINE MONTHS ENDED SEPTEMBER 30, 1999
(in thousands, except per share amounts)
NORTH FORK
NORTH FORK COMBINED DIME
------------ ------------ -------------
<S> <C> <C> <C>
Interest Income .............................................. $604,444 $799,839 $1,033,385
Interest Expense ............................................. 267,591 363,939 608,754
-------- -------- ----------
Net Interest Income ......................................... 336,853 435,900 424,631
Provision for Loan Losses .................................... 3,750 3,913 22,500
-------- -------- ----------
Net Interest Income after Provision for Loan Losses ......... 333,103 431,987 402,131
Non-Interest Income .......................................... 54,214 63,035 435,625
Other Non-Interest Expense ................................... 112,943 161,862 445,373
Capital Securities Costs ..................................... 12,633 15,706 --
Amortization of Intangible Assets ............................ 6,267 16,072 10,603
Amortization of Mortgage Servicing Assets .................... -- -- 93,797
-------- -------- ----------
Income before Income Taxes and Extraordinary Items .......... 255,474 301,382 287,983
Provision for Income Taxes ................................... 89,416 113,146 106,374
-------- -------- ----------
Net Income before Extraordinary Items ....................... 166,058 188,236 181,609
Extraordinary Items -- Losses on Early Extinguishment
of Debt, Net of Tax ......................................... -- -- (4,127)
-------- -------- ----------
Net Income .................................................. 166,058 188,236 177,482
Preferred Dividends .......................................... -- -- --
-------- -------- ----------
Net Income for Common Shareholders .......................... $166,058 $188,236 $ 177,482
======== ======== ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ........................... $ 1.21 $ 1.11 $ 1.63
Net Income .................................................. $ 1.21 $ 1.11 $ 1.59
Diluted Earnings per Common Share: ...........................
Income before Extraordinary Items ........................... $ 1.20 $ 1.09 $ 1.61
Net Income .................................................. $ 1.20 $ 1.09 $ 1.57
Earnings per Share after Preferred Dividends:
Basic ....................................................... $ 1.21 $ 1.11 $ 1.59
Diluted ..................................................... $ 1.20 $ 1.09 $ 1.57
Weighted Average Shares Outstanding -- Basic ................ 137,342 169,969 111,664
Weighted Average Shares Outstanding -- Diluted .............. 138,197 172,335 112,937
<PAGE>
<CAPTION>
NORTH FORK
PRO FORMA ADJUSTMENTS COMBINED/DIME
DEBITS CREDITS PRO FORMA
-------------- -------------- --------------
<S> <C> <C> <C>
Interest Income .............................................. $ 216,000 5,6 $ 66,671 8 $1,683,895
Interest Expense ............................................. 40,507 8 176,250 5,6 836,950
----------- -------- ----------
Net Interest Income ......................................... 256,507 242,921 846,945
Provision for Loan Losses .................................... 26,413
----------- -------- ----------
Net Interest Income after Provision for Loan Losses ......... 256,507 242,921 820,532
Non-Interest Income .......................................... 498,660
Other Non-Interest Expense ................................... 607,235
Capital Securities Costs ..................................... 15,706
Amortization of Intangible Assets ............................ 33,092 3 10,603 3 49,164
Amortization of Mortgage Servicing Assets .................... 93,797
----------- --------- ----------
Income before Income Taxes and Extraordinary Items .......... 289,599 253,524 553,290
Provision for Income Taxes ................................... 14,707 5,6 204,813
--------- ----------
Net Income before Extraordinary Items ....................... 289,599 268,231 348,477
Extraordinary Items -- Losses on Early Extinguishment
of Debt, Net of Tax ......................................... -- -- (4,127)
----------- --------- ----------
Net Income .................................................. 289,599 268,231 344,350
Preferred Dividends .......................................... 14,063 6 14,063
----------- --------- ----------
Net Income for Common Shareholders .......................... $ 303,662 $ 268,231 $ 330,287
=========== ========= ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ........................... $ 1.27
Net Income .................................................. $ 1.26
Diluted Earnings per Common Share: ...........................
Income before Extraordinary Items ........................... $ 1.20
Net Income .................................................. $ 1.18
Earnings per Share after Preferred Dividends:
Basic ....................................................... $ 1.21
Diluted ..................................................... $ 1.14
Weighted Average Shares Outstanding -- Basic ................ 273,839 9
Weighted Average Shares Outstanding -- Diluted .............. 290,765 9
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
75
<PAGE>
<TABLE>
<CAPTION>
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 NINE MONTHS ENDED SEPTEMBER 30, 1998
(in thousands, except per share amounts)
NORTH FORK
NORTH FORK COMBINED DIME
------------ ------------ -------------
<S> <C> <C> <C>
Interest Income .................................. $560,984 $753,136 $1,073,899
Interest Expense ................................. 245,888 343,486 679,830
-------- -------- ----------
Net Interest Income ............................. 315,096 409,650 394,069
Provision for Loan Losses ........................ 14,500 15,141 24,000
-------- -------- ----------
Net Interest Income after Provision for Loan
Losses ......................................... 300,596 394,509 370,069
Non-Interest Income .............................. 43,906 54,305 380,405
Other Non-Interest Expense ....................... 111,681 160,135 416,539
Capital Securities Costs ......................... 12,633 14,379 --
Amortization & Write-down of Intangible
Assets .......................................... 12,403 22,207 8,554
Amortization of Mortgage Servicing Asset ......... -- -- 61,465
Merger Related Restructure Charge ................ 52,452 52,452 --
-------- -------- ----------
Income before Income Taxes and
Extraordinary Items ............................ 155,333 199,641 263,916
Provision for Income Taxes ....................... 44,394 59,124 84,452
-------- -------- ----------
Net Income before Extraordinary Items ........... 110,939 140,517 179,464
Extraordinary Items -- Losses on Early
Extinguishment of Debt, Net of Tax .............. -- -- (4,057)
-------- -------- ----------
Net Income ....................................... 110,939 140,517 175,407
Preferred Dividends .............................. -- --
-------- -------- ----------
Net Income for Common Shareholders .............. $110,939 $140,517 $ 175,407
======== ======== ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ............... $ 0.79 $ 0.82 $ 1.57
Net Income ...................................... $ 0.79 $ 0.82 $ 1.54
Diluted Earnings per Common Share:
Income before Extraordinary Items ............... $ 0.78 $ 0.80 $ 1.55
Net Income ...................................... $ 0.78 $ 0.80 $ 1.51
Earnings per Share after Preferred Dividends:
Basic ........................................... $ 0.79 $ 0.82 $ 1.54
Diluted ......................................... $ 0.78 $ 0.80 $ 1.51
Weighted Average Shares
Outstanding -- Basic ........................... 140,547 171,539 114,140
Weighted Average Shares
Outstanding -- Diluted ......................... 141,680 174,645 115,919
<PAGE>
<CAPTION>
NORTH FORK
PRO FORMA ADJUSTMENTS COMBINED/DIME
DEBITS CREDITS PRO FORMA
-------------- -------------- --------------
<S> <C> <C> <C>
Interest Income .................................. $ 216,000 5,6 $ 66,671 8 $1,677,706
Interest Expense ................................. 40,507 8 176,250 5,6 887,573
----------- ------------ ----------
Net Interest Income ............................. 256,507 242,921 790,133
Provision for Loan Losses ........................ 39,141
----------- ------------ ----------
Net Interest Income after Provision for Loan
Losses ......................................... 256,507 242,921 750,992
Non-Interest Income .............................. 434,710
Other Non-Interest Expense ....................... 576,674
Capital Securities Costs ......................... 14,379
Amortization & Write-down of Intangible
Assets .......................................... 33,092 3 8,554 3 55,299
Amortization of Mortgage Servicing Asset ......... 61,465
Merger Related Restructure Charge ................ 52,452
----------- ------------ ----------
Income before Income Taxes and
Extraordinary Items ............................ 289,599 251,475 425,433
Provision for Income Taxes ....................... 14,707 5,6 128,869
----------- ------------ ----------
Net Income before Extraordinary Items ........... 289,599 266,182 296,564
Extraordinary Items -- Losses on Early
Extinguishment of Debt, Net of Tax .............. (4,057)
----------- ------------ ----------
Net Income ....................................... 289,599 266,182 292,507
Preferred Dividends .............................. 14,063 6 14,063
----------- ------------ ----------
Net Income for Common Shareholders .............. $ 303,662 $ 266,182 $ 278,444
=========== ============ ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.07
Net Income ...................................... $ 1.05
Diluted Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.00
Net Income ...................................... $ 0.99
Earnings per Share after Preferred Dividends:
Basic ........................................... $ 1.00
Diluted ......................................... $ 0.94
Weighted Average Shares
Outstanding -- Basic ........................... 277,712 9
Weighted Average Shares
Outstanding -- Diluted ......................... 295,849 9
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
76
<PAGE>
<TABLE>
<CAPTION>
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, 1998
(in thousands, except per share amounts)
NORTH FORK
NORTH FORK COMBINED DIME
------------ ------------ -------------
<S> <C> <C> <C>
Interest Income .................................. $753,100 $1,010,162 $1,420,885
Interest Expense ................................. 328,456 459,204 893,652
-------- ---------- ----------
Net Interest Income ............................. 424,644 550,958 527,233
Provision for Loan Losses ........................ 15,500 16,501 32,000
-------- ---------- ----------
Net Interest Income after Provision for
Loan Losses .................................... 409,144 534,457 495,233
Non-Interest Income .............................. 64,318 77,728 525,030
Other Non-Interest Expense ....................... 146,607 210,477 561,863
Capital Securities Costs ......................... 16,843 19,591 --
Amortization & Write-down of Intangible
Assets .......................................... 14,479 27,552 11,487
Amortization of Mortgage Servicing Asset ......... -- -- 92,291
Merger Related Restructure Charge ................ 52,452 52,452 --
-------- ---------- ----------
Income before Income Taxes and
Extraordinary Items ............................ 243,081 302,113 354,622
Provision for Income Taxes ....................... 75,106 95,102 113,479
-------- ---------- ----------
Net Income before Extraordinary Items ........... 167,975 207,011 241,143
Extraordinary Items -- Losses on Early
Extinguishment Of Debt, Net of Tax .............. -- -- (4,057)
-------- ---------- ----------
Net Income ....................................... 167,975 207,011 237,086
Preferred Dividends .............................. -- -- --
-------- ---------- ----------
Net Income for Common Shareholders .............. $167,975 $ 207,011 $ 237,086
======== ========== ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.19 $ 1.21 $ 2.13
Net Income ...................................... $ 1.19 $ 1.21 $ 2.09
Diluted Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.18 $ 1.19 $ 2.09
Net Income ...................................... $ 1.18 $ 1.19 $ 2.06
Earnings per Share after Preferred
Dividends:
Basic ........................................... $ 1.19 $ 1.21 $ 2.09
Diluted ......................................... $ 1.18 $ 1.19 $ 2.06
Weighted Average Shares
Outstanding -- Basic ........................... 140,706 171,395 113,452
Weighted Average Shares
Outstanding -- Diluted ......................... 141,766 174,332 115,153
<PAGE>
<CAPTION>
NORTH FORK
PRO FORMA ADJUSTMENTS COMBINED/DIME
DEBITS CREDITS PRO FORMA
-------------- -------------- --------------
<S> <C> <C> <C>
Interest Income .................................. $ 288,000 5,6 $ 88,894 8 $2,231,941
Interest Expense ................................. 54,009 8 235,000 5,6 1,171,865
----------- ------------ ----------
Net Interest Income ............................. 342,009 323,894 1,060,076
Provision for Loan Losses ........................ 48,501
----------- ------------ ----------
Net Interest Income after Provision for
Loan Losses .................................... 342,009 323,894 1,011,575
Non-Interest Income .............................. 602,758
Other Non-Interest Expense ....................... 772,340
Capital Securities Costs ......................... 19,591
Amortization & Write-down of Intangible
Assets .......................................... 44,123 3 11,487 3 71,675
Amortization of Mortgage Servicing Asset ......... 92,291
Merger Related Restructure Charge ................ 52,452
----------- ------------ ----------
Income before Income Taxes and
Extraordinary Items ............................ 386,132 335,381 605,984
Provision for Income Taxes ....................... 19,610 5,6 188,971
----------- ------------ ----------
Net Income before Extraordinary Items ........... 386,132 354,991 417,013
Extraordinary Items -- Losses on Early
Extinguishment Of Debt, Net of Tax .............. (4,057)
----------- ------------ ----------
Net Income ....................................... 386,132 354,991 412,956
Preferred Dividends .............................. 18,750 6 18,750
----------- ------------ ----------
Net Income for Common Shareholders .............. $ 404,882 $ 354,991 $ 394,206
=========== ============ ==========
Basic Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.51
Net Income ...................................... $ 1.49
Diluted Earnings per Common Share:
Income before Extraordinary Items ............... $ 1.41
Net Income ...................................... $ 1.40
Earnings per Share after Preferred
Dividends:
Basic ........................................... $ 1.42
Diluted ......................................... $ 1.34
Weighted Average Shares
Outstanding -- Basic ........................... 276,928 9
Weighted Average Shares
Outstanding -- Diluted ......................... 294,823 9
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
77
<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)"
78
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH JSB FINANCIAL, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK COMBINED
------------ -----------
<S> <C> <C>
Interest Income .............................................. $613,762 $722,107
Interest Expense ............................................. 281,107 321,324
-------- --------
Net Interest Income ......................................... 332,655 400,783
Provision/(Recovery) for Loan Losses ......................... 8,000 8,640
-------- --------
Net Interest Income after Provision for Loan Losses ......... 324,655 392,143
Non-Interest Income .......................................... 44,826 49,173
Other Non-Interest Expense ................................... 154,643 180,201
SAIF Recapitalization Charge ................................ 17,782 17,782
Capital Securities Costs ..................................... 25 25
Amortization of Intangible Assets ............................ 6,364 6,364
Merger Related Restructure Charge ............................ 21,613 21,613
-------- --------
Income before Income Taxes .................................. 169,054 215,331
Provision for Income Taxes ................................... 74,606 94,158
-------- --------
Net Income .................................................. $ 94,448 $121,173
======== ========
Earnings Per Share -- Basic .................................. $ 0.69 $ 0.73
Earnings Per Share -- Diluted ................................ $ 0.68 $ 0.71
Weighted Average Shares Outstanding -- Basic ................. 136,504 166,690
Weighted Average Shares Outstanding -- Diluted ............... 138,707 170,015
</TABLE>
SEE "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)"
79
<PAGE>
NOTES TO
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, JSB merger and North Fork-Dime merger become
effective as of January 1, 1998. 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. It is anticipated 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 Sheets
(Unaudited) reflect 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 Sheets (Unaudited) give effect to
the North Fork-Dime merger as if the transaction had become effective as of
September 30, 1999. The Pro Forma Condensed Combined Statements of Income give
effect to the North Fork-Dime merger as if it has become effective as of
January 1, 1998.
The North Fork Combined information included in the Pro Forma Condensed
Combined Financial Statements (Unaudited) includes: (i) the Reliance merger,
with respect to information for September 30, 1999 and 1998 and the year ended
December 31, 1998, and (ii) the JSB merger with respect to all periods
presented. The details regarding the pro forma adjustments for the North Fork
Combined information are set forth on pages 93 to 104 of the JSB Acquisition
Prospectus, 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 a $17.00 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 110,755,150 Dime shares outstanding as of
September 30, 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
102,381,765. The cash consideration is approximately $220.1 million, or $2.00
per share.
Pro forma adjustments to stockholders' equity at September 30, 1999
reflect the North Fork-Dime merger accounted for in accordance with the
purchase method of accounting through:
(a) The issuance of 102,381,765 shares of North Fork common stock at
$16.125 (the closing price of North Fork common stock on March 3,
2000) in exchange for the 110,064,250 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 $25.7 million for the satisfaction of a
portion of the Dime stock options outstanding at September 30,
1999. Based on information set forth in Dime's December 31, 1998
Form 10-K, the most recently available public information,
approximately 3.9 million of Dime's then outstanding 6.2 million
stock options have strike prices below $17.00. The weighted
average strike price of these 3.9 million options is estimated to
be $10.51. All of the aforementioned options are assumed to be
satisfied by cash payments for the excess of $17.00 over the
estimated $10.51 strike price and no tax benefit has been
recognized.
80
<PAGE>
(c) The reversal of Dime's Available-For-Sale mark to market which
is included in Available-for-Sale Securities, Other Assets and
Accumulated Other Comprehensive Income. The entire investment
portfolio will be recorded at the fair value as detailed in Note
(8).
(d) The elimination of Dime stockholders' equity at September 30,
1999.
Note (3)
The North Fork-Dime merger results in an increase in the consolidated
intangible assets of $882.5 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 (102,381,765 shares at $16.125 per share)......... $ 1,650,906
Cash Consideration at $2.00 per share..................................... 220,129
North Fork Investment in Dime, at cost (690,900 shares at $20.99 per
share) ................................................................. 14,499
Cash Payments for Exercise of Options .................................... 25,739
Transaction Costs, net of taxes .......................................... 196,261
Other Items, net ......................................................... 514
---------------
Total Consideration Paid ........................................... $ 2,108,048
Dime Equity ............................................................ 1,474,509
Historical Goodwill .................................................... (323,221)
Historical Available-For-Sale mark-to-market, net of tax ............... 70,716
Fair value adjustments to Assets/Liabilities, net of tax ............... (100,409)
--------
Dime Tangible Book Value, as adjusted, at September 30, 1999 .......... 1,121,595
---------
Consideration in excess of Dime Tangible Book Value, as adjusted ... 986,453
Less: Gain on Sale of Branches, net of taxes ........................... (104,000)
---------
Net Intangible Asset Recognized in Dime Acquisition ...................... $ 882,453
---------------
</TABLE>
Note (4)
Transaction costs of approximately $196.3 million, net of $72.5 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
preliminary estimates, is as follows:
<TABLE>
<CAPTION>
TYPE OF COST EXPECTED COSTS
- ------------ --------------
(IN THOUSANDS)
<S> <C>
Transaction Costs .................................................. $ 81,323
Change in Control and Severance Agreements for Dime Senior Officers 108,200
Other Employee Compensation and Severance Costs .................... 39,839
Facilities and Systems Costs ....................................... 33,750
Other Merger Related Costs ......................................... 5,600
--------
Total Pre-Tax Transaction Costs .................................. 268,712
Less: Related Tax Benefit .......................................... 76,527
Add: State and Local Tax Bad Debt Recapture, Net of Federal Benefit 4,077
--------
Total Transaction Costs, Net of Taxes .............................. $196,262
========
</TABLE>
Transaction costs consist primarily of investment banking, legal fees,
other professional fees, expenses associated with stockholder and customer
notifications and an estimate of the fees associated
81
<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 overlapping branch
locations, 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 proposed charge has been reflected in the Pro Forma
Condensed Combined Balance Sheet (Unaudited) as of September 30, 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 expects that
cost savings will be achieved at an annual rate of approximately $100.0 million
on an after-tax basis by the end of 2001 as a result of steps to be taken to
integrate operations and to achieve efficiencies in certain combined lines of
business. These anticipated merger related cost savings were determined based
upon preliminary estimates. The pro forma financial information does not give
effect to these expected cost savings, nor does it include any estimates of
revenue enhancements that could be realized as a result of the North Fork-Dime
merger. See "Reasons for the North Fork Offer" beginning on page 26.
Note (5)
Reflects the liquidation of $4.086 billion in Available-For-Sale
securities. A portion of these proceeds is utilized to fund the $220.1 million
cash component of the purchase consideration and the $25.7 million cash payout
for the Dime stock options. An additional $2.0 billion in proceeds is 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 net income adjustment (pre-tax) is
$25.0 million on an annual basis and $18.75 million for the nine-month periods.
All adjustments are prepared utilizing North Fork's effective tax rate of 37%
for all periods indicated. 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 and $14.1 million for the nine-month periods) 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 are reinvested in the
Available for Sale Portfolio.
In addition to purchasing the Preferred Stock and Common Stock Purchase
Rights, FleetBoston has committed to purchase from North Fork 17 branches of
Dime (7 in Suffolk County, 5 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 reduction to the incremental goodwill created
in the transaction.
82
<PAGE>
The Pro Forma Condensed Combined Statements of Income (Unaudited) reflect
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
net income adjustments (pre-tax) of $28.0 million on an annual basis and $21.0
million for the nine month periods assume a weighted average yield of 7.50% on
the securities and a cost of liabilities, including branch overhead, of 5.50%.
All adjustments are prepared utilizing North Fork's effective tax rate of 37%
for all periods indicated.
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
$10.798 million (the amortized cost is $11.867 million). The difference between
North Fork's amortized cost and the amount reflected by Dime as Capital
Securities is $0.792 million and is reflected as an adjustment to goodwill
totaling $0.515 million, net of tax.
Note (8)
The financial assets and liabilities of Dime have been adjusted to their
fair market value utilizing assumptions regarding North Fork management's best
estimate of the composition of the underlying instruments, the 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 $14.2 billion loan portfolio is
approximately $14.0 billion or a discount of approximately 1.8%. The
approximate pre-tax discount of $256.6 million is reflected as a reduction in
the loan carrying value with the after tax amount of $166.8 million reflected
as an adjustment to goodwill. The Investment Portfolio was initially restated
back to amortized historical cost and the Available-For-Sale mark to market of
$121.3 million, pre-tax, or $70.7 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 $3.76 billion or a
discount of approximately 5.00%. The approximate discount of $197.9 million is
reflected as a reduction to the carrying value of the Available-For-Sale
portfolio with the after tax amount of $128.6 million reflected as an
adjustment to goodwill. These discounts approximate management's reasonable
estimates utilizing market experience with its existing loan and securities
portfolios and past experience and knowledge with similar asset types.
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 $300 million, or 5.00% of Dimes core deposits. The core
deposits (total deposits, net of time deposits) represent approximately 53% 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 $195.0 million reflected as an adjustment to goodwill. The borrowing
liabilities are principally short term in nature and their fair value is
assumed to be approximately the carrying value of the liabilities.
The Pro Forma Condensed Combined Statements of Income (Unaudited) reflect
adjustments to recognize the accretion of fair value discounts over the
estimated lives of the underlying instruments. The loans and securities have an
estimated 7-year life and the accretion of the discount is reflected as a yield
adjustment to interest income on a basis that approximates a level yield.
Approximately 50% of the securities portfolio is assumed to be liquidated in
conjunction with the sale of branches to FleetBoston and, as such, the
accretion of the fair value discounts has been reduced by this amount. The fair
value adjustment for deposits is amortized on an accelerated basis over 10
years using the sum of the years digits method.
83
<PAGE>
Note (9)
The pro forma weighted average shares outstanding for the nine month
periods ended September 30, 1999 and 1998 and year ended December 31, 1998
reflect: (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 $17.00 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.
84
<PAGE>
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 Broad Hollow 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 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 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.
Thomas M. O'Brien .............. 49 Director of North Fork since 1997. Vice
Chairman of the Company and North Fork
Bank (since January 1997); Former
Chairman, President and Chief Executive
Officer of North Side Savings 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 of Reliance Bancorp, Inc.
James F. Reeve ................. 59 Director of North Fork since 1988. President
of Harold R. Reeve & Sons, Inc. (general
construction company).
George H. Rowsom ............... 64 Director of North Fork since 1981. President
of S.T. Preston & Son, Inc. (retail marine
supplies company).
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT; FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ----- -------------------------------------------
<S> <C> <C>
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 September 30, 1999, 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) ............................................. 2,091,279 1.55%
John Bohlsen (3) ................................................ 887,721 *
Thomas M. O'Brien (4) ........................................... 993,190 *
Daniel M. Healy (5) ............................................. 649,681 *
Irvin L. Cherashore ............................................. 63,204 *
Allan C. Dickerson (6) .......................................... 50,151 *
Lloyd A. Gerard (7) ............................................. 177,677 *
Patrick E. Malloy, III .......................................... 2,581,177 1.91%
James F. Reeve (8) .............................................. 167,554 *
George H. Rowsom (9) ............................................ 28,358 *
Kurt R. Schmeller ............................................... 78,190 *
Raymond W. Terry, Jr.(10) ....................................... 108,000 *
All executive officers and directors as a group (12 persons) (11) 7,876,182 5.82%
</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, 1998.
(2) Includes 690,136 shares of restricted stock and options to purchase
413,677 shares previously granted to Mr. Kanas under North Fork's
compensatory stock plans, 55,300 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
95,000 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 239,899 shares of restricted stock and options to purchase
178,371 shares previously granted to Mr. Bohlsen under North Fork's
compensatory stock plans, 2,568 shares held by his wife and 33,416 shares
held by his dependent children. Excludes 40,000 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.
(4) Includes 62,500 shares of restricted stock, 268,605 shares held in joint
tenancy with his wife, 648 shares in his name as custodian for his son,
options to purchase 108,583 shares previously granted to Mr. O'Brien
under North Fork's compensatory stock plans and 648 shares held by his
dependent son. Excludes 32,500 shares held by The Galway Bay Foundation,
a charitable foundation established by Mr. O'Brien that is qualified
under section 501(c)(3) of the Internal Revenue Code, as to which Mr.
O'Brien disclaims beneficial ownership.
(5) Includes 125,985 shares of restricted stock and options to purchase
212,020 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.
B-1
<PAGE>
(6) Includes 24,483 shares held by Mr. Dickerson's wife.
(7) Includes 5,983 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 55,625 shares held by Mr. Reeve's wife.
(9) Includes 3,000 shares held by Mr. Rowsom in joint tenancy with his wife,
934 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.
(10) Includes 45,000 shares held by Mr. Terry.
(11) Includes 1,118,520 shares of restricted stock and options to purchase an
aggregate of 912,651 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 2565 100 William Street, Galleria 525 Washington Blvd.
Jersey City, NJ 07303-2565 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 Co-Dealer Managers for the Offer are:
<TABLE>
<S> <C>
Salomon Smith Barney Sandler O'Neill & Partners, L.P.
388 Greenwich Street Two World Trade Center
New York, New York 10013 New York, New York 10048
(877) 416-3946 (212) 466-7700
</TABLE>
<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.
II-2
<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, Melville, 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.
II-3
<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.
II-4
<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 March 28, 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 March 28, 2000.
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- -----------------------------------------------------
<S> <C>
March 28, 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
March 28, 2000* Director
- ---------------------------------
Park T. Adikes
March 28, 2000* Director
- ---------------------------------
John Bohlsen
March 28, 2000* Director
- ---------------------------------
Irvin L. Cherashore
Director
- ---------------------------------
Allan C. Dickerson
March 28, 2000* Director
- ---------------------------------
Lloyd A. Gerard
March 28, 2000* Director
- ---------------------------------
Patrick E. Malloy, III
March 28, 2000* Director
- ---------------------------------
Raymond A. Nielsen
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- ---------
<S> <C>
Director
- ---------------------------------
Thomas M. O'Brien
March 28, 2000* Director
- ---------------------------------
James F. Reeve
March 28, 2000* Director
- ---------------------------------
George H. Rowsom
March 28, 2000* Director
- ---------------------------------
Kurt R. Schmeller
March 28, 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, Melville, 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 this Registration Statement on Form S-4/A 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
- -------------------------
Arthur Andersen LLP
New York, New York
March 28, 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 March 10, 2000, incorporated
by reference in the Registration Statement on Form S-4/A of North Fork
Bancorporation, Inc., dated March 28, 2000, relating to the supplemental
consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries
as of December 31, 1998 and 1997, 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, 1998.
/s/ KPMG LLP
- --------------
KPMG LLP
Melville, New York
March 28, 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 14, 1999, incorporated by
reference in the Registration Statement on Form S-4/A of North Fork
Bancorporation, Inc., dated March 28, 2000, relating to the consolidated balance
sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31,
1998 and 1997, 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, 1998, which report is included in
the 1998 Annual Report to Shareholders of North Fork Bancorporation, Inc. and
has been incorporated by reference in the December 31, 1998 Annual Report on
Form 10-K of North Fork Bancorporation, Inc., and to the reference to our firm
under the heading "Experts" in the registration statement.
/s/ KPMG LLP
- --------------
KPMG LLP
New York, New York
March 28, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-4/A of North Fork Bancorporation, Inc., dated March 28, 2000, of our
report dated January 28, 1999, relating to the consolidated statements of
financial condition of JSB Financial, Inc. and subsidiary as of December 31,
1998 and 1997, 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, 1998, which report is incorporated by reference in the
December 31, 1998 annual report on Form 10-K of JSB Financial, Inc., and
included in 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
March 28, 2000
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-4/A of North Fork Bancorporation, Inc., dated March 28, 2000, of our
report, dated July 23, 1998, 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
March 28, 2000
