<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
Date of Report (Date of Earliest Event Reported) April 24, 2000
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NORTH FORK BANCORPORATION, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10458 36-3154608
- ----------------------------- --------------------------- ---------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
275 Broad Hollow Road Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (516) 844-1004
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ITEM 5. OTHER EVENTS.
North Fork Bancorporation, Inc., a Delaware corporation ("North Fork")
issued a press release announcing its earnings for the quarter ended March 31,
2000. The press release issued by North Fork described herein is attached hereto
as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety.
<PAGE>
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by North Fork Bancorporation, Inc.
on April 24, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
Dated: April 24, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
----------------------------------
Name: Daniel M. Healy
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued by North Fork Bancorporation, Inc. on
April 24, 2000.
<PAGE>
FOR IMMEDIATE RELEASE CONTACT: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
(631) 844-1258
NORTH FORK BANCORP ANNOUNCES CORE EARNINGS
PER SHARE INCREASE OF 11% FOR THE FIRST QUARTER OF 2000
MELVILLE, N.Y. - APRIL 24, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE: NFB) reported net income for the quarter ended March 31, 2000. During the
quarter, the Company completed the acquisitions of Reliance Bancorp, Inc.
(Reliance), the parent company of Reliance Federal Savings Bank on February 18,
and JSB Financial, Inc. (Jamaica), the parent company of Jamaica Savings Bank on
February 29. "As expected, we completed all systems conversions immediately
following both acquisitions allowing Jamaica and Reliance customers to readily
take advantage of our full range of commercial banking products and services at
all 154 locations," stated John Adam Kanas, Chairman, President and Chief
Executive Officer.
The Reliance acquisition was treated as a purchase for financial
statement reporting purposes. Therefore, the operating results for Reliance are
included in North Fork's earnings from the date of acquisition. The Jamaica
acquisition was accounted for as a pooling-of-interests. Consequently, the
operating results for North Fork have been retroactively restated for all
periods presented to include Jamaica. In connection with the Jamaica
transaction, the Company incurred merger and restructuring costs that were
charged to operating results. The quarter also included special charges and
non-recurring items that included securities losses, a special loan loss
provision and expenses incurred in connection with North Fork's proposal to
acquire Dime Bancorp, Inc., the parent company of Dime Savings Bank.
The securities transactions for the quarter were executed as part of a
planned reduction of the combined securities portfolio and borrowings. Also, the
Company was able to sell nearly $250 million of higher risk profile loans,
including non-performing loans, which it believes wouldn't have performed as
well in a weaker economy. All of the sales occurred subsequent to the mergers.
"Combined with the addition of significant core deposits from both acquisitions,
this restructure helped us accomplish our goal of diminishing the Company's
exposure to further short-term interest rate increases as well as fortressing
our balance sheet against the potential for asset quality erosion in the face of
a weakening economy in the future," stated Kanas. The proceeds derived from the
securities and loan sales amounting to approximately $1,177 million have been
used to reduce short-term borrowings. Approximately $1,047 million of these
proceeds were received in the first quarter of 2000 with the balance in
April 2000.
<PAGE>
CORE EARNINGS
In the first quarter of 2000, the Company's core earnings, excluding
the effect of the aforementioned special charges, non-recurring items, was $64.5
million or diluted earnings per share of $.40 ($.42 diluted cash earnings per
share), as compared to core earnings of $61.0 million or $.36 diluted earnings
per share for the first quarter of 1999 ($.37 diluted cash earnings per share).
Since the Company recently completed its acquisitions, the operating results of
the acquired businesses subsequent to their combination with North Fork were not
significant to the quarter's core earnings. Kanas commented, "Very little
advantage from our acquisitions was felt this quarter. The positive impact of
both Jamaica and Reliance will materialize as we continue to reduce operating
costs and improve our revenue generation." The Company's core return on average
equity and average assets for the quarter ended March 31, 2000, were 21.89% and
1.83%, respectively, and were 21.09% and 1.98%, respectively for the comparable
quarter in 1999.
Net interest income increased by 8% to $139.1 million in the 2000 first
quarter, resulting in a net interest margin of 4.23%, an improvement of 25 basis
points over North Fork's reported net interest margin of 3.98% in the fourth
quarter of 1999. Net interest income for the first quarter in 1999 was $129.4
million for a net interest margin of 4.47%, on a pooling-of-interest basis.
Demand deposit balances rose to $1.7 billion in the quarter ended March 31,
2000, an increase of 29% over the 1999 first quarter and 10% over year-end 1999.
The Company previously announced its intention to expand its presence in the
Manhattan marketplace with investments in several de novo branch locations. "Our
experience in Manhattan has exceeded our expectations," said Kanas. "Deposit
balances from our four Manhattan locations now exceed $425 million or 5% of our
total deposit base and are growing at approximately 100% annually. We expect to
open four additional branches in Manhattan before year end," he said.
Loans, net of unearned income, were $8.9 billion at March 31, 2000.
Approximately $2.2 billion of outstanding loans were added with the acquisition
of Jamaica and Reliance. Core loan growth was approximately $194 million or 12%
on an annualized basis in the quarter, maintaining the double-digit percentage
gains experienced throughout 1999. Asset quality improved, in part from the
previously discussed loan sales, and adherence to prudent underwriting
standards. The allowance for loan losses was $87.5 million, which represents a
loan loss reserve coverage ratio to non-performing loans of approximately 670%
and 1% of net loans outstanding. The provision for loan losses in the quarter of
$9 million includes a special provision of approximately $6.8 million to restore
the allowance for loan losses to the appropriate level following the merger.
The Company's core efficiency ratio, excluding the effects of
non-recurring items, was 35.2% in the first quarter of 2000 compared to 34.7%
for 1999. The Company's recently formed lease finance subsidiary, All Points
Capital Corp, is beginning to achieve
<PAGE>
its desired results. Lease finance receivable balances outstanding at March 31,
2000 were $70 million compared to $9 million at year-end 1999. All Points
commenced operations in December of 1999 and has exceeded expectations becoming
profitable in March 2000.
The Company reserved $6 million in Dime Bancorp related acquisition
costs consisting principally of legal, advisory and proxy solicitation expenses.
Information regarding the status of the Company's attempt to acquire the Dime
can be obtained from the Securities and Exchange Commission (SEC) filings
available at the Internet worldwide website the SEC maintains at
http://www.sec.gov.
Non-interest and fee based income for the first quarter of 2000,
excluding the effect of the aforementioned loan and securities transactions, was
$19.3 million compared to $15.3 million in the first quarter of 1999, an
increase of 26% over the prior year. All components of this category recorded
gains except mortgage banking operations, where originations declined.
First Quarter Special Charges and Non-Recurring Items
The first quarter included several significant transactions and expense
items. These included the Jamaica merger-related restructure charge, the
previously described additional loan loss provision, securities losses and Dime
related expenses.
The following table sets forth the reconciliation from net income, as
reported, to core earnings for the period ended March 31, 2000 (in thousands).
NET INCOME (Earnings per share - Diluted $.01) $ 1,912
Items excluded from core earnings:
- Merger related restructure charge $50,499
- Special provision for loan losses 6,750
- Securities losses 19,748
- Dime related expenses 6,000
- Net gain on loan sales (2,303)
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$80,694
- Less related tax effect (24,661)
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$56,033
- Jamaica tax bad debt recapture,
net of federal benefit 6,600
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Core Earnings $64,545
=======
Core earnings per share - Basic $.40
Core earnings per share - Diluted $.40
<PAGE>
Core cash earnings per share - Basic $.42
Core cash earnings per share - Diluted $.42
North Fork, with total assets of approximately $15 billion, operates
154 branch locations throughout the New York Metropolitan area and Connecticut.
Forward looking information requires the Company to make certain
estimates and assumptions regarding the Company's strategic direction and the
effect of such plans on the Company's financial results. The Company's actual
results and the implementation of its plans and operations may differ materially
from forward-looking statements made by the Company. The Company encourages
readers of forward-looking information concerning the Company to refer to its
prior filings with the Securities and Exchange Commission that set forth certain
risks and uncertainties that may have an impact on future results and direction
of the Company.
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson merger and North Fork's registration statement with respect
to its exchange offer for Dime common stock, each as filed with the Securities
and Exchange Commission, and any amendments or supplements to either of them,
because each of these documents contains important information. Investors and
security holders may obtain a free copy of the proxy statement, the exchange
offer registration statement and other documents filed by North Fork with the
SEC at the SEC's Internet web site at The proxy statement, the exchange offer
registration statement and such other documents may also be obtained free of
charge by overnight mail or direct electronic transmission by calling North
Fork's proxy solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
<PAGE>
NORTH FORK BANCORPORATION, INC.
(NYSE: NFB)
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
CORE EARNINGS HIGHLIGHTS MARCH 31, MARCH 31,
- ------------------------ 2000 1999
--------------------------
<S> <C> <C>
Interest Income $ 253,974 $ 222,541
Interest Expense 114,837 93,177
--------------------------
Net Interest Income 139,137 129,364
Provision for Loan Losses 2,250 1,257
--------------------------
Net Interest Income after Provision for Loan Losses 136,887 128,107
--------------------------
Non-Interest Income:
- --------------------
Fees and Service Charges on Deposit Accounts 8,455 6,698
Investment Management, Commissions and Trust Fees 4,734 4,369
Mortgage Banking Operations 855 941
Other Operating Income 5,223 3,270
Net Securities Gains -- 2,703
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Total Non-Interest Income 19,267 17,981
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Non-Interest Expense:
- ---------------------
Other Operating Expenses 48,902 44,374
Capital Securities Costs 4,634 4,211
Amortization of Intangible Assets 3,318 2,075
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Total Non-Interest Expense 56,854 50,660
--------------------------
Income Before Income Taxes 99,300 95,428
Provision for Income Taxes 34,755 34,381
--------------------------
Net Income $ 64,545 $ 61,047
==========================
Earnings Per Share - Basic $0.40 $0.36
Earnings Per Share - Diluted $0.40 $0.36
Cash Earnings Per Share(1) $0.42 $0.37
Average Shares Outstanding - Basic 162,316 167,444
Average Shares Outstanding - Diluted 163,381 169,044
Cash Dividends per Share $0.180 $0.150
Return on Average Total Assets 1.83% 1.98%
Return on Average Stockholders' Equity(2) 21.89% 21.09%
Yield on Interest Earning Assets 7.64% 7.66%
Cost of Funds 4.22% 3.95%
Net Interest Margin(3) 4.23% 4.47%
Core Efficiency Ratio(4) 35.19% 34.69%
</TABLE>
<PAGE>
NORTH FORK BANCORPORATION, INC.
(NYSE: NFB)
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
INCOME STATEMENT HIGHLIGHTS - ACTUAL MARCH 31, MARCH 31,
- ------------------------------------- 2000 1999
--------------------------
<S> <C> <C>
Interest Income $ 253,974 $ 222,541
Interest Expense 114,837 93,177
--------------------------
Net Interest Income 139,137 129,364
Provision for Loan Losses 9,000 1,257
--------------------------
Net Interest Income after Provision for Loan Losses 130,137 128,107
--------------------------
Non-Interest Income:
- --------------------
Fees and Service Charges on Deposit Accounts 8,455 6,698
Investment Management, Commissions and Trust Fees 4,734 4,369
Mortgage Banking Operations 855 941
Other Operating Income 5,223 3,270
Gain on Sale of Loans 2,303 --
Net Securities (Losses) /Gains (19,748) 2,703
--------------------------
Total Non-Interest Income 1,822 17,981
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Non-Interest Expense:
- ---------------------
Merger Related Restructure Charge 50,499 --
Other Operating Expenses 48,902 44,374
Dime Related Expenses 6,000 --
Capital Securities Costs 4,634 4,211
Amortization of Intangible Assets 3,318 2,075
--------------------------
Total Non-Interest Expense 113,353 50,660
--------------------------
Income Before Income Taxes 18,606 95,428
Provision for Income Taxes 34,381
--------------------------
Net Income $ 1,912 $ 61,047
==========================
Earnings Per Share - Basic $0.01 $0.36
Earnings Per Share - Diluted $0.01 $0.36
Cash Earnings Per Share(1) $0.03 $0.37
Average Shares Outstanding - Basic 162,316 167,444
Average Shares Outstanding - Diluted 163,381 169,044
Cash Dividends per Share $0.180 $0.150
Return on Average Total Assets 0.05% 1.98%
Return on Average Stockholders' Equity(2) 0.65% 21.09%
Yield on Interest Earning Assets 7.64% 7.66%
Cost of Funds 4.22%
Net Interest Margin(3) 4.23% 4.47%
Core Efficiency Ratio(4) 35.19% 34.69%
</TABLE>
<PAGE>
NORTH FORK BANCORPORATION, INC.
(NYSE: NFB)
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
BALANCE SHEET HIGHLIGHTS 2000 1999 1999
- ------------------------ --------------------------------------------------
<S> <C> <C> <C>
Total Assets $ 15,024,882 $ 13,676,156 $ 12,834,257
Loans, net 8,868,148 7,897,688 7,085,922
Allowance for Loan Losses 87,491 74,525 76,133
Securities Available-for-Sale 3,899,591 3,682,210 3,541,327
Securities Held-to-Maturity 1,279,489 1,351,504 1,690,469
Intangible Assets 358,220 79,151 82,602
Demand Deposits 1,718,987 1,558,044 1,336,433
Interest Bearing Deposits 7,315,058 6,083,519 6,311,769
Borrowings 4,256,781 4,559,200 3,566,796
Capital Securities 244,320 199,314 199,295
Stockholders' Equity 1,293,029 999,098 1,218,811
Book Value Per Share $7.45 $6.38 $7.23
Actual Shares Outstanding 173,582 156,585 168,637
SELECTED FINANCIAL HIGHLIGHTS
- -----------------------------
CAPITAL RATIOS:
- -----------------------------------
Risk Based Capital
Tier 1 13.98% 13.70% 16.79%
Total 15.07% 14.95% 18.22%
Leverage Ratio 8.79% 8.57% 10.44%
ASSET QUALITY:
- -----------------------------------
Non-Performing Loans $ 13,112 $ 15,128 $ 13,873
Other Real Estate 1,081 787 3,151
--------------------------------------------------
Total Non-Performing Assets $ 14,193 $ 15,915 $ 17,024
==================================================
Restructured, Accruing Loans $ -- $ -- $ 580
Allowance for Loan Losses to Non-Performing Loans 667% 493% 549%
Allowance for Loan Losses to Total Loans, net 0.99% 0.94% 1.07%
Non-Performing Loans to Total Loans, net 0.15% 0.19% 0.20%
</TABLE>
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NOTES TO MARCH 31, 2000 EARNINGS RELEASE
(1) Cash earnings per share reflect the amortization of intangible assets
as an addition to core earnings.
(2) Excludes the effect of the SFAS No. 115 adjustment.
(3) Presented on a tax equivalent basis.
(4) The core efficiency ratio is defined as the ratio of non-interest
expense, net of other real estate expenses and other non-recurring
charges (see Core Earnings table), to net interest income on a tax
equivalent basis and other non-interest income, net of securities
(losses)/gains.
