As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-94385
[NORTH FORK LOGO] [JSB LOGO]
SUPPLEMENT TO THE
JOINT PROXY STATEMENT-PROSPECTUS
DATED JANUARY 11, 2000
INTRODUCTION
This Supplement is being sent to the stockholders of North Fork
Bancorporation, Inc. and JSB Financial, Inc. for the purpose of
supplementing the joint proxy statement-prospectus, dated January 11, 2000,
initially mailed to the stockholders of North Fork and JSB on or about
January 12, 2000 in connection with the special meeting of stockholders of
JSB to be held on February 10, 2000 and the special meeting of stockholders
of North Fork to be held on February 11, 2000 to consider and vote upon the
proposed merger of North Fork and JSB pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of August 16, 1999. Also included
with this Supplement is another proxy card for your use if you wish to
revoke your earlier proxy or change your vote in accordance with the
instructions set forth below under "Voting Procedures." IF YOU DO NOT WISH
TO CHANGE YOUR VOTE OR REVOKE YOUR PROXY, NO ACTION IS REQUIRED BY YOU IN
CONNECTION WITH THIS SUPPLEMENT.
As described in more detail below, on January 14, 2000, a purported class
and derivative action entitled Wolfson v. JSB Financial, Inc., et al., C.A.
No. 17741, was filed in the Court of Chancery of the State of Delaware
against JSB, its directors and North Fork by Elliot Wolfson. This
Supplement is being provided to you pursuant to the Stipulation and
Agreement of Compromise and Settlement dated February 1, 2000 (the
"Settlement Agreement"), which embodies the terms of the settlement reached
by the parties. The Settlement Agreement is subject to the approval of the
Delaware Court of Chancery.
This Supplement is dated February 1, 2000 and is first being mailed to
the stockholders of North Fork and JSB on or about February 1, 2000.
PENDING LITIGATION
On January 14, 2000, a purported class action lawsuit was filed in the
Court of Chancery of the State of Delaware entitled Wolfson v. JSB
Financial, Inc., et al., naming JSB, all of JSB's directors (the
"individual defendants") and North Fork as defendants. The complaint
alleges, among other things, four causes of action, including: (i) breach
of fiduciary duty of disclosure by the individual defendants to the effect
that the joint proxy statement-prospectus omits or misrepresents material
facts with respect to whether Northeast Capital & Advisory, Inc.
("Northeast Capital"), JSB's financial advisor, in updating its fairness
opinion, took into account the proposed merger of Reliance Bancorp, Inc.
with North Fork that was announced on August 30, 1999, and that the
identity of the other bidder for JSB, whose nominally higher offer was not
accepted by JSB, should be disclosed; (ii) breach of fiduciary duties of
care and loyalty by the individual defendants in connection with JSB's
acceptance of a nominally lower offer from North Fork, as compared to the
nominally higher offer from the other bidder, following solicitations of
indications of interest, and with regard to the individual defendants
allegedly having material interests in the transaction that differ from the
interests of JSB's stockholders generally; (iii) North Fork's aiding and
abetting the individual defendants' breaches of fiduciary duty in
connection with North Fork's participation in the alleged misstatements and
omissions in the joint proxy statement-prospectus and in the alleged
provision of material financial benefits to the individual defendants that
were not shared by JSB's stockholders generally so as to induce them into
accepting North Fork's bid; and (iv) breach of the merger agreement by
North Fork in that North Fork, by entering into an agreement to acquire
Reliance, took an action that, in fact, had a materially adverse effect on
North Fork, thereby constituting a breach of the merger agreement, and that
the plaintiff should be entitled to assert a claim derivatively on behalf
of JSB, and that allegedly allowing North Fork to breach the merger
agreement did not constitute a valid exercise of business judgment by the
individual defendants.
The complaint seeks, among other things, a preliminary and permanent
injunction against consummation of the North Fork/JSB merger and related
transactions, an order requiring the defendants to issue corrective
disclosure, a declaration that the individual defendants have breached and
are breaching their fiduciary duties, an order requiring the individual
defendants to sell JSB to the highest bidder, an order certifying the
action as a class action and unspecified damages, attorneys' fees and
costs.
Each of North Fork, JSB and the individual defendants believe that the
allegations made against each of them, respectively, in the complaint are
entirely without merit. Contrary to the assertions in the complaint,
Northeast Capital did in fact take into account the proposed merger of
Reliance into North Fork in preparing its updated fairness opinion dated as
of the date of the joint proxy statement-prospectus. In addition, JSB and
the individual defendants believe that the proposed merger is intended to
be a strategic combination of North Fork and JSB, that JSB's board of
directors is entitled to accept an offer for a strategic combination
involving merger consideration that it reasonably believes will provide a
higher long-term value for its stockholders than that offered by a
competing bidder, even if the market value of the other bidder's all-stock
offer at the time it was considered by the JSB board of directors was
nominally higher, and that the individual defendants have not violated
their duties of care, loyalty and disclosure. As indicated throughout the
joint proxy statement-prospectus, there can be no assurance, however, that
any particular long-term value will be obtained. There are no appraisal
rights available to JSB stockholders in connection with the North Fork/JSB
merger.
Even though each of North Fork, JSB and the individual defendants believe
that the allegations made against each of them, respectively, in the
complaint are entirely without merit, North Fork and JSB suggested a
meeting with the plaintiff to determine if an acceptable settlement could
be reached. The parties engaged in expedited discovery and agreed to a
meeting between the plaintiff and senior officers of JSB and North Fork and
their respective counsel, which was held on January 26, 2000. On February
1, 2000, the parties reached the Settlement Agreement, which is subject to
the approval of the Delaware Court of Chancery. In accordance with the
terms of the Settlement Agreement, both North Fork and JSB have agreed to
provide the supplemental disclosure set forth in this Supplement to their
respective stockholders. Both North Fork and JSB have agreed to the
Settlement Agreement in order to expeditiously settle the pending
litigation, and avoid the additional expense and delays involved in
defending such litigation, and proceed with the proposed merger.
ADDITIONAL DISCLOSURE REGARDING THE OTHER INSTITUTION
The "Background of the Merger" and "Opinion of JSB's Financial Advisor"
sections of the joint proxy statement-prospectus, which can be found
beginning on pages 23 and 40 thereof, respectively, contain references to
the other institution with whom JSB was engaged in discussions regarding a
possible business combination. This other institution was Queens County
Bancorp, Inc., a Delaware corporation and bank holding company parent of
Queens County Savings Bank. As discussed in more detail in the joint proxy
statement-prospectus, Queens County's proposal of July 27, 1999
contemplated a merger of JSB with and into Queens County, structured as a
stock-for-stock exchange of 2.175 shares of common stock of Queens County
for each share of JSB's common stock. Based on a price per Queens County
share of $30.125, the proposal represented a value of $65.52 per JSB share.
Although Queens County's offer to JSB technically lapsed prior to the
August 10, 1999 meeting of the JSB board of directors, Northeast Capital
continued to analyze the offer at an assumed exchange ratio of 2.2 which,
based upon prior discussions with Queens County's management, Northeast
Capital believed Queens County may have been willing to offer if Queens
County had been selected as the favored bidder. Even at this assumed
increased exchange ratio, the value of Queen's County's proposal decreased
to $63.80 as of August 13, 1999 (or $63.08 based on the actual proposed
exchange ratio of 2.175) due to a decrease in Queen's County's closing
stock price to $29.00 as of that date.
Queens County files reports, proxy statements and other information with
the Securities and Exchange Commission under the Securities Exchange Act of
1934. Copies of this information can be obtained from the SEC's Internet
world wide web site at the following address: http://www.sec.gov.
ADDITIONAL DISCLOSURE REGARDING OTHER INDICATIONS OF INTEREST
At least as early as the June 22, 1999 meeting of the JSB board of
directors, JSB's board confirmed that JSB would only solicit indications of
interest with respect to a strategic combination. At the August 15, 1999
meeting of the JSB board of directors, Northeast Capital reported that a
representative of European American Bank ("EAB"), a subsidiary of ABN AMRO
Bank, NV, had called Northeast Capital on August 9th after reading an
August 5th Newsday article regarding a possible business combination
involving JSB and asked whether EAB could be considered in any process
being conducted by JSB. Northeast Capital responded that time was short and
requested that EAB provide an initial indication of EAB's interest and the
level of such interest. The representative of EAB called back on August
12th, stating that EAB might, subject to due diligence and other
considerations, be willing to discuss a transaction price of $65, comprised
principally of cash and some American Depositary Receipts (ADRs) of ABN
AMRO Bank, based on JSB's publicly available financial information, but
that such willingness was not a commitment. Northeast Capital reported this
development to JSB's management and outside legal counsel. Northeast
Capital and JSB's outside legal counsel advised JSB's board about the
issues that would be raised in connection with the consideration of a
principally cash transaction at this point in the process, which heretofore
had been limited to strategic business combinations, and that if JSB were
to consider EAB's indication of interest, which would generally be taxable
to JSB's stockholders under the Internal Revenue Code, JSB might have to go
back to the other bidders with this alternative approach as well, which
could delay the process considerably. The JSB board was also advised that
if a principally cash transaction were to be considered, JSB could, under
Delaware law, be required to maximize short-term shareholder value. After
such discussion, JSB's board agreed that further conversations with EAB
should not be pursued. EAB never requested or received the confidential
book of information regarding JSB and never submitted any formal offer or
indication of interest.
As described on page 24 of the joint proxy statement-prospectus, two of
the financial institutions that had submitted written indications of
interest to JSB made separate presentations to the JSB board of directors.
One of such financial institutions was Queens County, whose indication of
interest is described above. The other financial institution proposed two
alternative pricing structures. The first alternative consisted entirely of
stock of such institution, and the second alternative consisted of a
combination of cash and stock. Based on the closing price of this
institution's common stock on August 13, 1999 (the last trading day prior
to the JSB board of directors' approval of the merger with North Fork) and
the fixed exchange ratio contemplated under the first alternative, the
first alternative had a nominal value of $53.38 per share of JSB common
stock. Based on the same closing price, the second alternative had a
blended value of $55.67 per share of JSB common stock (consisting of $40.67
in stock and $15.00 in cash). The second alternative also contemplated an
election procedure whereby stockholders would have been entitled to elect
to receive either all stock, all cash or a mixture of cash and stock
(subject to proration procedures if the stock or cash portions were
oversubscribed). Based on the closing price of this institution's stock on
January 31, 2000, the first alternative would have a current nominal value
of approximately $34.67 per JSB share, and the second alternative would
have a current nominal value of approximately $41.42 per JSB share.
Neither EAB, nor Queens County or any other institution that submitted an
indication of interest to JSB, has at any time since the announcement of
the North Fork/JSB merger indicated any intention of pursuing its
indication of interest.
NORTHEAST CAPITAL'S CONSIDERATION OF THE PROPOSED NORTH FORK/RELIANCE
TRANSACTION
At the September 14, 1999 meeting of the JSB board of directors,
Northeast Capital made a financial presentation regarding the proposed
merger of Reliance with North Fork, which presentation was based primarily
on financial information regarding Reliance and the proposed transaction
obtained from North Fork. The presentation included various analyses
regarding the North Fork/Reliance transaction, including an analysis of
comparable transactions, a discounted cash flow analysis and a pro forma
merger analysis, and also included an analysis of the potential impact the
transaction would have on JSB's stock.
In addition, in connection with updating its fairness opinion, dated as
of the date of the joint proxy statement-prospectus, Northeast Capital
conducted a due diligence review of North Fork for the period since August
16, 1999 that included discussions with North Fork's management regarding
the proposed Reliance acquisition and reviewed documents prepared by North
Fork's management in connection with their due diligence review of Reliance
and documents prepared by North Fork's financial advisor in connection with
rendering its fairness opinion. Based upon the information provided by
North Fork, Northeast Capital considered the impact that the Reliance
acquisition would have on (i) the pro forma effects resulting from the
North Fork/JSB merger, (ii) the relative contributions to, among other
things, pro forma earnings, total assets, total gross loans, total common
equity and total deposits to be made to the combined company by JSB and
North Fork, and (iii) the discounted cash flow values for North Fork and
JSB. Following such consideration and the performance of other procedures
to update, as necessary, the analyses described in the "Opinion of JSB's
Financial Advisor" section beginning on page 40 of the joint proxy
statement-prospectus, Northeast Capital rendered its updated fairness
opinion to the JSB board of directors.
AMENDMENT TO THE MERGER AGREEMENT
Pursuant to the Settlement Agreement, North Fork and JSB have agreed to
an amendment to section 4.1 of the merger agreement. A copy of the
amendment is filed as an exhibit to the Current Reports on Form 8-K filed
by each of North Fork and JSB on February 1, 2000. Prior to such amendment,
section 4.1 provided that JSB could not take certain actions relating to an
"acquisition proposal," as defined and described in more detail under "No
Solicitation by JSB" on page 54 of the joint proxy statement-prospectus,
unless, among other things, the JSB board of directors, "after consultation
with and based upon the written opinion of outside legal counsel, in good
faith deems such action to be legally necessary for the proper discharge of
its fiduciary duties." The amendment to section 4.1 removes the part of
this provision requiring that such determination by the JSB board of
directors be based upon a written opinion of counsel. The full text of the
merger agreement is set forth in Appendix A to the joint proxy statement-
prospectus.
AMENDMENT TO THE STOCK OPTION AGREEMENT
Pursuant to the Settlement Agreement, North Fork and JSB have agreed to
an amendment to section 13 of the Stock Option Agreement, dated as of
August 16, 1999, by and between North Fork and JSB. A copy of the amendment
is filed as an exhibit to the Current Reports on Form 8-K filed by each of
North Fork and JSB on February 1, 2000. The amendment reduces the limit on
the aggregate realizable profit to North Fork from the option and any
termination fees payable by JSB pursuant to the merger agreement, as
described in "The Merger Termination Fees" on page 60 of the joint proxy
statement-prospectus, from $30 million to $25 million. The full text of the
stock option agreement is set forth in Appendix B to the joint proxy
statement-prospectus.
RECOMMENDATION OF NORTH FORK'S AND JSB'S BOARDS OF DIRECTORS
The amendments to the merger agreement and the stock option agreement do
not affect the merger consideration to be received by JSB's stockholders in
the merger. EACH OF THE NORTH FORK BOARD OF DIRECTORS AND THE JSB BOARD OF
DIRECTORS RECOMMENDS THAT ITS STOCKHOLDERS VOTE "FOR" APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT.
VOTING PROCEDURES
Enclosed with this Supplement is an additional proxy card (and a return
envelope) for your use. IF YOU HAVE ALREADY VOTED YOUR PROXY AND YOU DO NOT
WISH TO CHANGE YOUR VOTE, YOU DO NOT NEED TO RETURN THIS SECOND PROXY CARD.
If you have already voted and you wish to change your vote, you may revoke
your proxy in any one of the following ways:
1. by completing, signing and dating the enclosed proxy card and
returning it by mail prior to the date of your special meeting;
2. by sending a written notice to the corporate secretary of your company
prior to the date of your special meeting stating that you would like
to revoke your proxy;
3. by attending your special meeting and voting in person; or
4. by calling the toll-free number on the proxy card and following the
instructions if your shares were originally voted by telephone.
If you have not already voted, you may use either the proxy card which
was originally sent to you, or you may use the second proxy card enclosed
herewith. You do not need to return both the original and this second proxy
card. Alternatively, you may vote your shares by calling the toll-free
number and following the instructions on the proxy card. If your company
receives the enclosed proxy card, duly executed and dated, or your
telephone vote, prior to the special meeting, any proxy previously granted
by you will be, without further action, revoked.
IF YOU HAVE ALREADY RETURNED A PROXY CARD OR VOTED BY TELEPHONE AND DO
NOT WISH TO CHANGE YOUR VOTE, NO FURTHER ACTION IS REQUIRED.
Written notices of revocation and other communications with respect to
the revocation of proxies by North Fork stockholders should be addressed to
Aurelie S. Graf, Corporate Secretary, North Fork Bancorporation, Inc., 275
Broad Hollow Road, Melville, New York 11747. Written notices of revocation
and other communications with respect to the revocation of proxies by JSB
stockholders should be addressed to Joanne Corrigan, Corporate Secretary,
JSB Financial, Inc., 303 Merrick Road, Lynbrook, New York 11563.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in
the manner specified therein. If no specification is made, the proxies will
be voted in favor of the matters to be voted upon at your special meeting,
including approval of the merger and the merger agreement. No proxy that
has been voted against approval of the merger and the merger agreement will
be voted in favor of any adjournment or postponement of your special
meeting for the purpose of soliciting additional proxies.
For additional information or to request an additional copy of the joint
proxy statement-prospectus, North Fork stockholders can call Aurelie S.
Graf, Corporate Secretary, at (631) 844-1004, and JSB stockholders can call
Edward Lekstutis, Vice President, at (516) 887-7000, ext. 372.
Dated: February 1, 2000
