<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 6712 36-3154608
--------------------------------- -------------------------------------- -------------------------------------
<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. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) PRICE PER SHARE OFFERING PRICE REGISTRATION FEE (2)
- -------------------------------------- ------------------ ------------------ ------------------- ----------------------
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Common Stock, par value $0.01
per share ("Common Stock") .......... 116,586,940 N/A N/A $ 373,194.79
</TABLE>
- --------------------------------------------------------------------------------
(1) This amount is based upon the maximum number of shares of Common Stock of
North Fork issuable upon consummation of the exchange offer for shares of
Dime Bancorp, Inc. ("Dime") common stock based on the number of Dime
common shares outstanding as of December 31, 1999, as reported in Dime's
Registration Statement on Form S-4 filed on February 8, 2000.
(2) The registration fee has been computed pursuant to Rule 457(f)(1) under
the Securities Act of 1933, as amended, based on the average of the high
and low prices for shares of Common Stock of Dime as reported on the New
York Stock Exchange on March 8, 2000 ($14.125) and the maximum number of
such shares (125,335,347) that may be exchanged for the securities being
registered minus the cash consideration paid for each share.
---------------------
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.
SUBJECT TO COMPLETION, DATED MARCH 14, 2000
[NORTH FORK BANCORPORATION, INC. LOGO]
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 APRIL 14, 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 13, 2000, the offer has a value of
$15.84 per Dime share. In the proposed Dime-Hudson merger, you would receive
shares of Dime United which have an implied value of $10.88 per Dime share
based on the exchange ratios in the proposed Dime-Hudson merger and the closing
price of Hudson common stock on March 13, 2000. Based on these closing prices,
the North Fork offer represents a premium of $4.96 per share of Dime common
stock, or approximately 45%, 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 prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
----
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 ........................ 30
Background .................................. 30
Information Concerning the Proposed
Dime-Hudson Merger ....................... 31
THE OFFER ...................................... 32
Timing of Our Offer ......................... 33
Litigation .................................. 33
Extension, Termination and
Amendment ................................ 34
Exchange of Dime Shares; Delivery
of North Fork Common Stock and
Cash ..................................... 35
Cash Instead of Fractional Shares of
North Fork Common Stock .................. 36
Withdrawal Rights ........................... 36
Procedure for Tendering ..................... 36
Guaranteed Delivery ......................... 38
Certain Federal Income Tax
Consequences ............................. 39
Effect of Offer on Market for Dime
Shares; Registration Under the
Exchange Act ............................. 41
PAGE
----
Purpose of Our Offer; the North
Fork-Dime Merger; Appraisal
Rights ................................... 42
Conditions of Our Offer ..................... 44
Minimum Tender Condition ................. 44
Dime-Hudson Merger Agreement
and Option Condition .................. 44
North Fork Stockholder Approval Condition. 44
Regulatory Approval Condition ............ 44
Rights Plan Condition .................... 45
DGCL 203 Condition ....................... 45
North Fork-Dime Merger
Agreement Condition ................... 46
Certain Other Conditions of the
Offer ................................. 46
Source and Amount of Funds .................. 47
Certain Relationships with Dime ............. 50
Fees and Expenses ........................... 50
Accounting Treatment ........................ 51
Stock Exchange Listing ...................... 51
THE COMPANIES .................................. 52
North Fork Bancorporation, Inc. ............. 52
General ..................................... 52
Management and Additional
Information .............................. 52
Dime Bancorp, Inc. .......................... 52
REGULATION AND SUPERVISION
OF NORTH FORK ............................... 53
General ..................................... 53
Payment of Dividends ........................ 53
Transactions with Affiliates ................ 54
Holding Company Liability ................... 54
Prompt Corrective Action .................... 54
Capital Adequacy ............................ 55
Enforcement Powers of the Federal
Banking Agencies ......................... 56
Control Acquisitions ........................ 56
Financial Modernization Legislation ......... 57
Future Legislation .......................... 57
DESCRIPTION OF NORTH FORK
CAPITAL STOCK ............................... 57
General ..................................... 57
Common Stock ................................ 58
i
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PAGE
----
Preferred Stock .................... 58
Anti-Takeover Provisions ........... 59
COMPARISON OF STOCKHOLDER
RIGHTS ............................. 59
Summary of Material Differences
Between the Rights of North Fork
Stockholders and the Rights of
Dime Stockholders ............... 60
DIME INFORMATION ...................... 65
LEGAL MATTERS ......................... 65
EXPERTS ............................... 65
FORWARD-LOOKING
STATEMENTS ......................... 67
PRICE RANGE OF COMMON
STOCK AND DIVIDENDS ................ 68
PAGE
----
North Fork ......................... 68
Dime ............................... 68
North Fork Dividend Policy ......... 68
PRO FORMA CONDENSED
COMBINED FINANCIAL
STATEMENTS (UNAUDITED) ............. 69
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
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 April 7, 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 13, 2000, the offer has a value of $15.84 per Dime share. In the
proposed Dime-Hudson merger, you would receive shares of Dime United
which have an implied value of $10.88 based on the exchange ratios in
the proposed Dime-Hudson merger of 0.60255 and the closing price of
Hudson common stock on March 13, 2000. Based on these closing prices,
the offer represents a premium of $4.96 per share of Dime common stock,
or approximately 45% 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.
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
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.
1
<PAGE>
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 expect to commence our offer in the next day or so by mailing
this prospectus and the related letter of transmittal to Dime
stockholders.
o We expect to file later today 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.
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."
2
<PAGE>
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 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 THIS PROSPECTUS BEING
INCOMPLETE 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. The offer will commence when
we mail this prospectus and the related letter of transmittal to Dime
stockholders.
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:
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Public Reference Room North East Regional Office Midwest Regional Office
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like North Fork
and Dime, who file electronically with the SEC. The address of that site is
HTTP://WWW.SEC.GOV.
You can also inspect reports, proxy statements and other information about
North Fork and Dime at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
We filed a registration statement on Form S-4 to register with the SEC the
North Fork common shares to be issued pursuant to our offer. 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 the day that we
commence the offer we will file 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. You may obtain copies of the Form S-4 or,
once filed, 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>
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NORTH FORK SEC FILINGS PERIOD
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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>
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DIME SEC FILINGS PERIOD
- ------------------------------------------------- -------------------------------------------
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Annual Report on Form 10-K (except for the report
of Dime's independent accountants contained
therein which is not incorporated herein by
reference because the consent of Dime's
independent accountants has not yet been
obtained) ...................................... Year ended December 31, 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>
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DIME SEC FILINGS (CONT'D) PERIOD
- ------------------------------------------------------------ ----------------------------------------
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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 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 APRIL 7, 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 $15.84 per share, based on the closing price of North Fork common stock on
March 13, 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 52)
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 13, 2000, our market capitalization
was approximately $2.6 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 13, 2000,
Dime's market capitalization was approximately $1.7 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 13, 2000 closing prices, our
offer represents a premium of approximately 45% 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 68)
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 13, 2000, the last trading day before 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 13, 2000 $14.88 $15.00 $15.84 $10.88
------ ------ ------ ------
</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 68)
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 32)
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 April 14, 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 April 14, 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 42)
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 42.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES (PAGE 39)
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 51)
North Fork will account for the merger as a purchase for financial
reporting purposes.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE (PAGE 67)
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
<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 69. 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
<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
<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 69.
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
<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 69.
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 the equivalent of 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 13, 2000 closing prices, the offer
represents a premium of approximately 45% 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 in transactions. 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.
o Improved Cash Dividends. During 1999 Dime paid dividends on its common
stock of $0.23 per share. Based on our current annual dividend of $0.72
per share, Dime stockholders would receive a pro forma equivalent
dividend of $0.67, or more than 190% above Dime's current annual
dividend rate. In the past five years, on a compounded basis, we have
achieved a 40.1% annual growth rate in its per share dividend. In
addition to the increased dividend, Dime stockholders would have the
opportunity to invest and earn a return on the cash portion of the
consideration to be paid in the offer.
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 interest
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
Revenue Enhancements ........................................... 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.
(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 2.00% annual
pre-tax margin related to $2 billion of deposits 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>
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 their Joint Proxy
Statement/Prospectus, dated February 8, 2000 (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.
In addition, representatives of North Fork initiated discussions with
representatives of FleetBoston 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 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 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.
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 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
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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.
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.
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THE OFFER
We are offering to exchange 0.9302 shares of North Fork common stock and
$2.00 net in cash for each outstanding share of Dime common stock validly
tendered and not properly withdrawn, subject to the terms and conditions
described in this prospectus and the related letter of transmittal. Based on
the closing price of North Fork common stock on March 13, 2000 of $14.88, the
offer has a value of $15.84 per Dime share. The term "expiration date" means
12:00 midnight, New York City time, on April 14, 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 board
of directors decides to set an earlier or later date as the Dime distribution
date.
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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
April 14, 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.
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
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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. Accordingly, we
believe Dime's claims in the New York action must be brought as counterclaims in
the Delaware litigation.
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
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in any respect, by giving oral or written notice of such delay, termination or
amendment to the exchange agent and by making a public announcement. We will
follow any extension, termination, amendment or delay, as promptly as
practicable, with a public announcement. In the case of an extension, any such
announcement will be issued no later than 9:00 A.M., New York City time, on the
next business day after the previously scheduled expiration date. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to stockholders in connection with the offer be promptly sent to
stockholders in a manner reasonably designed to inform stockholders of such
change) and without limiting the manner in which we may choose to make any
public announcement, we assume no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
We confirm to you that if we make a material change in the terms of our
offer or the information concerning the offer, or if we waive a material
condition of the offer, we will extend the offer to the extent required under
the Exchange Act. If, prior to the expiration date, we change the percentage of
Dime shares being sought or the consideration offered to you, that change will
apply to all holders whose Dime shares are accepted for exchange pursuant to
our offer. If at the time notice of that change is first published, sent or
given to you, the offer is scheduled to expire at any time earlier than the
tenth business day from and including the date that such notice is first so
published, sent or given, we will extend the offer until the expiration of that
ten business-day period. For purposes of our offer, a "business day" means any
day other than a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 A.M. through 12:00 midnight, New York City time.
We may, although we do not currently intend to, elect to provide a
subsequent offering period of three to 20 business days after the acceptance of
Dime shares in the offer if the requirements under Exchange Act Rule 14d-11
have been met. You will not have the right to withdraw Dime shares that you
tender in the subsequent offering period, if any.
If Dime agrees upon a negotiated merger with us, we may amend or terminate
our offer without purchasing any Dime shares.
EXCHANGE OF DIME SHARES; DELIVERY OF NORTH FORK COMMON STOCK AND CASH
Upon the terms and subject to the conditions of our offer (including, if
the offer is extended or amended, the terms and conditions of any such
extension or amendment), we will accept for exchange, and will exchange, Dime
shares validly tendered and not withdrawn as promptly as practicable after the
expiration date. In addition, subject to applicable rules of the SEC, we
expressly reserve the right to delay acceptance for exchange or the exchange of
Dime shares in order to comply with any applicable law. In all cases, exchange
of Dime shares tendered and accepted for exchange pursuant to the offer will be
made only after timely receipt by the exchange agent of certificates for those
Dime shares (or a confirmation of a book-entry transfer of those Dime shares in
the exchange agent's account at The Depository Trust Company (which we refer to
as 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
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account at DTC pursuant to the procedures set forth below under the discussion
entitled "Procedure for Tendering," those Dime shares will be credited to an
account maintained within DTC, as soon as practicable following expiration or
termination of the offer.
BECAUSE THE NUMBER OF SHARES OF NORTH FORK COMMON STOCK YOU WILL RECEIVE
IN THE OFFER IS FIXED AND BECAUSE THE MARKET PRICE OF NORTH FORK COMMON STOCK
MAY FLUCTUATE PRIOR TO THE COMPLETION OF THE OFFER, THE VALUE OF THE SHARES OF
NORTH FORK COMMON STOCK THAT HOLDERS OF DIME COMMON STOCK WILL RECEIVE IN THE
OFFER MAY INCREASE OR DECREASE PRIOR TO AND FOLLOWING THE OFFER.
CASH INSTEAD OF FRACTIONAL SHARES OF NORTH FORK COMMON STOCK
We will not issue certificates representing fractional shares of our
common stock pursuant to the offer. Instead, each tendering stockholder who
would otherwise be entitled to a fractional share of our common stock will
receive cash in an amount equal to such fraction (expressed as a decimal and
rounded to the nearest 0.01 of a share) multiplied by the closing price for
shares of our common stock on the NYSE Composite Tape on the date that we
accept those Dime shares for exchange.
WITHDRAWAL RIGHTS
Your tender of Dime shares pursuant to the offer is irrevocable, except
that, 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
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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
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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.
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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
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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.
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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
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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
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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.
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.
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CONDITIONS OF OUR OFFER
Our offer is subject to a number of conditions, which are described below:
MINIMUM TENDER CONDITION
There must be validly tendered and not withdrawn, prior to the expiration
of the offer, a number of Dime shares which, together with the shares of Dime
common stock 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 required
regulatory approvals will include approval from the Federal Reserve Board. We
are in the process of filing this application and 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.
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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.
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
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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.
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;
(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
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makes illegal the consummation of our offer; nor shall there have
been a failure to obtain any required consent or approval under
foreign laws or regulations which would prohibit the consummation of
the offer or would have a material adverse effect on us or on Dime;
(e) There shall not be pending any suit, action or proceeding by any
governmental entity (i) challenging the offer, seeking to restrain
or prohibit the consummation of the offer or seeking to obtain from
Dime or us any damages that are material in relation to Dime and its
subsidiaries taken as a whole or North Fork and its subsidiaries
taken as a whole, (ii) seeking to prohibit or limit the ownership or
operation by Dime or us or any of our subsidiaries of any material
portion of the business or assets of Dime or us or any of our
subsidiaries or to compel Dime or us or any of our subsidiaries to
dispose of or hold separate any material portion of the business or
assets of Dime or us or any of our subsidiaries as a result of the
offer, (iii) seeking to prohibit us from effectively controlling in
any material respect the business or operations of Dime or (iv)
which otherwise is reasonably likely to have a material adverse
effect on us or Dime;
(f) Dime shall not have entered into or effectuated any other agreement
or transaction with any person or entity having the effect of
impairing North Fork's ability to acquire Dime or otherwise
diminishing the expected economic value to North Fork of the
acquisition of Dime; and
(g) The representations and warranties of Dime in the Dime-Hudson merger
agreement shall be true and correct as of the expiration date as
though made on and as of the expiration date (except that
representations and warranties that by their terms speak as of a
specific date shall be true and correct as of such date).
The foregoing conditions are solely for our benefit and we may assert them
regardless of the circumstances giving rise to any such conditions (including
any action or inaction by us). We may waive 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
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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
approval of the completion of our offer and the proposed merger of North Fork
and Dime. The Federal Reserve Board will consider the competitive effects of
the transaction, the financial and managerial resources of the companies and
their subsidiary depository institutions, as well as the convenience and needs
of the communities to be served. The Federal Reserve Board also will take into
account the performance record of FleetBoston and North Fork and their
respective depository institution subsidiaries under the Community Reinvestment
Act of 1977 in meeting the credit needs of the entire community, including low-
and moderate-income neighborhoods, served by each company.
The application will afford the opportunity for public comment on the
purchase of the North Fork preferred and the North Fork rights by FleetBoston,
and the Federal Reserve Board may hold a public hearing or meeting in
connection therewith if the Federal Reserve Board determines that it would be
appropriate. Any hearing, meeting or comments from third parties could prolong
the review of the application.
If the Justice Department were to commence an antitrust action, it would
stay the effectiveness of Federal Reserve Board approval of the purchase of the
North Fork preferred and the North Fork rights by FleetBoston pursuant to the
stock purchase agreement, unless a court specifically orders otherwise. Failure
of the Justice Department to object to the transaction may not prevent private
persons or state attorneys general from filing antitrust actions.
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
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offer to acquire, any voting securities or assets of Dime or Hudson, or make
any public announcement with respect to (or submit to Dime or Hudson) any
proposal for the acquisition of any voting securities of Dime or Hudson,
respectively, or for a merger or other business combination involving Dime or
Hudson (the "Hudson/Dime Standstill"), except that from and after the earlier
of the termination of the stock purchase agreement and March 31, 2001,
FleetBoston may terminate the Hudson/Dime Standstill by providing notice to us
and paying us a fee of $2.5 million. In the event that FleetBoston acquires a
majority interest in Dime on or prior to December 31, 2001, FleetBoston must
pay us an additional fee of $2.5 million.
Under the stock purchase agreement, we must pay FleetBoston a fee of $2.5
million on the earlier of the termination of the stock purchase agreement and
March 31, 2001 if at such time we have not acquired a majority interest in
Dime. If we acquire a majority of the equity interest in Dime on or prior to
the later of the termination of the stock purchase agreement and March 31,
2001, we must pay FleetBoston a fee of $5.0 million on the date of the closing
of such acquisition (or $2.5 million if we have paid the $2.5 million fee
referred to in the previous sentence).
If we do not acquire Dime and if, subsequent to the termination of the
Hudson/Dime Standstill, FleetBoston acquires a majority interest in Dime on or
before December 31, 2001, FleetBoston has agreed to cause Dime to sell to us
five branches with total deposits of approximately $500 million as of June 30,
1999. 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.
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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 the date hereof, except as described below, FleetBoston does not
beneficially own any securities of Dime. As of December 31, 1999, certain
FleetBoston subsidiaries may be deemed to have had beneficial ownership of
79,594 shares of Dime common stock, which shares were held in a fiduciary
capacity. FleetBoston disclaims beneficial ownership of all of such shares.
CERTAIN RELATIONSHIPS WITH DIME
Except as set forth herein, neither we nor, to the best of our knowledge,
any of our directors, executive officers or other affiliates has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of Dime, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies. Except as described herein, there have been no
contacts, negotiations or transactions since January 1, 1996, between us or, to
the best of our knowledge, any of our directors, executive officers or other
affiliates on the one hand, and Dime or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets. Neither we, nor, to the best of our
knowledge, any of our directors, executive officers or other affiliates has
since January 1, 1996 had any transaction with Dime or any of its executive
officers, directors or affiliates that would require disclosure under the rules
and regulations of the SEC applicable to the offer.
As of the date of this document we beneficially own for our own account
690,900 shares of Dime common stock, and Park T. Adikes, a director of North
Fork, owns 100 shares of Dime common stock.
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.
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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 77.
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 69.
STOCK EXCHANGE LISTING
Our common stock is listed on the NYSE. We will make an application to
list on the NYSE the common stock that we will issue pursuant to our offer and
the subsequent North Fork-Dime merger. As described above under "The
Offer--Conditions of Our Offer--North Fork Stockholder Approval Condition,"
pursuant to the rules of the NYSE, the issuance of our common stock in the
offer and the subsequent North Fork-Dime merger must be approved by the holders
of North Fork common stock as a single class, voting at a meeting at which the
total number of votes cast represents over 50% in interest of all shares of our
common stock outstanding on the applicable record date.
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THE COMPANIES
NORTH FORK BANCORPORATION, INC.
GENERAL
North Fork is a 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 69.
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
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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
53
<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;
54
<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.
55
<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.
56
<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 47.
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.
57
<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
58
<PAGE>
as to dividend rights or rights on liquidation, dissolution or winding up of
North Fork, (3) authorize or 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."
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<PAGE>
SUMMARY OF MATERIAL DIFFERENCES BETWEEN THE
RIGHTS OF NORTH FORK STOCKHOLDERS AND THE RIGHTS OF DIME STOCKHOLDERS
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
----------------------------------------- ------------------------------------------
<S> <C> <C>
SIZE AND COMPOSITION Delaware law permits a certificate of Dime's certificate of incorporation
OF THE BOARD OF incorporation to provide that a board provides for a similarly classified
DIRECTORS: of directors be divided into classes, board.
with each class having a term of office
longer than one year but no longer Dime's certificate of incorporation
than three years. North Fork's cer- provides that the size of the board of
tificate of incorporation provides that directors shall be fixed from time to
the North Fork board of directors shall time by a vote of the majority of
have three classes, which shall serve directors then in office. Dime's by-
for a term ending at the third annual laws provide that the board will con-
meeting following the annual meeting sist of between seven and twenty-four
at which they were elected. members.
North Fork's certificate of incor-
poration provides that the size of the
board of directors shall be fixed from
time to time by action of the stockhold-
ers or by action of the board of direc-
tors but shall not be less than three
members. The by-laws provide that the
board will consist of at least five mem-
bers.
STOCKHOLDER RIGHTS North Fork does not have a stock- Dime maintains a stockholder rights
PLAN OR "POISON PILL": holder rights plan. While North Fork plan. The terms of the rights plan
has no present intention to adopt a provide each share of common stock
stockholder rights plan, the North Fork one right to purchase one-hundredth
board or the combined company board of a share of participating preferred
could do so without stockholder ap- stock of Dime at an exercise price of
proval at any future time. $50, subject to adjustment, after the
separation time, which is after the
close of business on the earlier of (i)
the tenth business day after com-
mencement of a tender or exchange
offer that, if consummated, would re-
sult in a person becoming an acquiring
person, which is defined in the rights
agreement as a person beneficially
owning 20% or more of the outstand-
ing shares of Dime common stock;
and (ii) the tenth business day after
the first date of public announcement
that a person has become an acquiring
person, which is also called the flip-in
date.
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
- ------------------------------- ------------------------------------------
<S> <C>
The rights are not exercisable until
the business day following the separation
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 addition, 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 consolidate
or merge, or engage in other similar
transactions, with an acquiring person
without entering into a supplemental
agreement with the acquiring person
providing that, upon consummation or
occurrence of the transaction, each
right shall thereafter constitute the
right to purchase common stock of the
acquiring person having an aggregate
market price equal to $100 in cash,
subject to adjustment.
</TABLE>
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<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 order.
The types of proposals that Dime
does not have to consider if raised by
a stockholder in connection with an
annual meeting include those that
would violate laws or regulations,
would result in a breach or violation
of contract, would be impossible to
accomplish, are not a proper matter
for stockholder action or relate to
ordinary business operations.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NORTH FORK STOCKHOLDER RIGHTS DIME STOCKHOLDER RIGHTS
------------------------------------------- ------------------------------------------
<S> <C> <C>
REMOVAL OF DIRECTORS: In accordance with Delaware law, The Dime certificate and by-laws pro-
North Fork stockholders may remove vide that stockholders of Dime may
a director only for cause by a vote of only remove a director for cause and
the holders of a majority of the then- only by the affirmative vote of at least
outstanding shares entitled to vote two-thirds of the outstanding shares
thereon. entitled to vote. In addition, the Dime
certificate and by-laws gives a major-
ity of the board of directors the ability
to remove a director if such removal is
directed by a federal banking agency.
INDEMNIFICATION OF North Fork's by-laws generally provide The Dime certificate of incorporation
DIRECTORS AND OFFICERS; for indemnification of officers or direc- generally provides for the indemnifi-
PERSONAL LIABILITY OF tors of North Fork to the extent per- cation of persons serving as a director
DIRECTORS: mitted by Delaware law. Furthermore, or officer of Dime or at the request of
subject to Delaware law, the North Dime as a director, officer, employee
Fork certificate of incorporation limits or agent of another corporation or of
the personal liability of directors to a partnership, joint venture, trust or
North Fork or its stockholders for mon- other enterprise, to the fullest extent
etary damages for breach of fiduciary authorized by the DGCL.
duty as a director to $25,000 per occur-
rence.
AMENDMENT OF BY-LAWS: North Fork's by-laws may be amended The Dime certificate of incorporation
by affirmative vote of holders of a and by-laws provide that the Dime
majority of the outstanding shares of board of directors is empowered to
North Fork capital stock present and adopt, amend or repeal the by-laws,
voting at a meeting at which a quorum by a vote of the majority of the entire
is present. The North Fork certificate board of directors, and the stockhold-
of incorporation also authorizes the ers may adopt, amend or repeal the
board of directors to adopt, amend or by-laws by the affirmative vote of
repeal the by-laws. holders of at least two-thirds of the
voting stock, voting together as a single
class.
AMENDMENT OF The DGCL provides that amendments Dime's certificate of incorporation re-
CERTIFICATE: to a corporation's certificate of incor- quires the affirmative vote of the hold-
poration generally require a resolution ers of at least two-thirds of the voting
by the corporation's board of directors power of all of the then-outstanding
setting forth the amendment proposed shares of Dime capital stock entitled
and declaring its advisability and the to vote generally in the election of
adoption of such amendment by the directors, voting together as a single
affirmative vote of holders of a major- class, to amend or repeal the provi-
ity of the corporation's outstanding sions of Dime's certificate of incorpo-
stock entitled to vote thereon. The ration regarding: (i) the board of di-
North Fork certificate of incorporation rectors, (ii) special meetings of
contains no further provisions concern- stockholders, (iii) amendments of
ing the amendment of the North Fork Dime's certificate of incorporation, (iv)
certificate. the by-laws, (v) action by written con-
sent of the stockholders and (vi) stock-
holder proposals. The DGCL pro-
</TABLE>
63
<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>
64
<PAGE>
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.
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
65
<PAGE>
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.
66
<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."
67
<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 13, 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 13, 2000) ......... 15.31 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.
68
<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.
69
<PAGE>
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)
<TABLE>
<CAPTION>
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
<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.
70
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC. AND DIME BANCORP, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
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
<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)"
71
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC. AND DIME BANCORP, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
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
<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)"
72
<PAGE>
NORTH FORK BANCORPORATION, INC.
COMBINED WITH RELIANCE BANCORP, INC., JSB FINANCIAL, INC. AND DIME BANCORP, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
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
<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)"
73
<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)"
74
<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)"
75
<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.
76
<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>
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
77
<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.
78
<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.
79
<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.
80
<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).
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT; FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ----- ---------------------------------------------
<S> <C> <C>
George H. Rowsom .............. 64 Director of North Fork since 1981. President
of S.T. Preston & Son, Inc. (retail marine
supplies company).
Dr. Kurt R. Schmeller ......... 62 Director of North Fork since 1994. Former
President of Queens Borough Community
College, CUNY.
Raymond W. Terry, Jr. ......... 69 Director of North Fork since 1988. Former
Chairman and President of Southold Savings
Bank.
</TABLE>
A-2
<PAGE>
SCHEDULE B: OWNERSHIP OF SHARES OF CERTAIN
BENEFICIAL OWNERS AND NORTH FORK MANAGEMENT
Set forth below is certain information concerning beneficial ownership of
North Fork common stock, as of 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
By Facsimile Transmission:
(201) 324-3402 or (201) 324-3403
(For Eligible Institutions Only)
Confirm Facsimile by Telephone:
(201) 222-4707
</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:
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
<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 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>
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
None.
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.
II-3
<PAGE>
(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.
(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-4
<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 14, 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 14, 2000.
We, the undersigned officers and directors of North Fork Bancorporation,
Inc. hereby severally and individually constitute and appoint Daniel M. Healy,
the true and lawful attorney and agent (with full power of substitution and
resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this registration statement and all instruments necessary or
advisable in connection therewith and to file the same with the Securities and
Exchange Commission, said attorney and agent to have power to act and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person and we hereby ratify and confirm our signatures as
they may be signed by our said attorney and agent to any and all such
amendments and instruments.
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- -----------------------------------------------------
<S> <C>
/s/ John A. Kanas 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
/s/ Park T. Adikes Director
- ---------------------------------
Park T. Adikes
/s/ John Bohlsen Director
- ---------------------------------
John Bohlsen
/s/ Irvin L. Cherashore Director
- ---------------------------------
Irvin L. Cherashore
Director
- ---------------------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director
- ---------------------------------
Lloyd A. Gerard
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------------------- ---------
<S> <C>
/s/ Patrick E. Malloy, III Director
- ---------------------------------
Patrick E. Malloy, III
/s/ Raymond A. Nielsen Director
- ---------------------------------
Raymond A. Nielsen
Director
- ---------------------------------
Thomas M. O'Brien
/s/ James F. Reeve Director
- ---------------------------------
James F. Reeve
/s/ George H. Rowsom Director
- ---------------------------------
George H. Rowsom
/s/ Kurt R. Schmeller Director
- ---------------------------------
Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director
- ---------------------------------
Raymond W. Terry, Jr.
</TABLE>
II-6
<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>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
March 14, 2000
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: North Fork Bancorporation, Inc.
Registration Statement on Form S-4
----------------------------------
Gentlemen:
We have acted as special counsel to North Fork Bancorporation, Inc., a
Delaware corporation (the "Company"), in connection with the issuance and
sale by the Company of an aggregate of up to 116,586,940 shares of common
stock, par value $0.01 per share (the "Common Stock"), of the Company
pursuant to the Company's offer (the "Offer") to issue shares of Common Stock
and cash in exchange for the outstanding shares of common stock, par value
$0.01 per share, of Dime Bancorp, Inc., a Delaware corporation, including the
associated preferred share purchase rights.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the
Registration Statement of the Company on Form S-4 filed with the Securities
and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement"), (ii) the form of certificates to be used to
represent the shares of Common Stock, (iii) the Restated Certificate of
Incorporation and By-Laws of the Company, as amended to date, (iv)
resolutions adopted by the Board of Directors of the Company with respect to
the offer and the issuance of the shares of Common Stock contemplated
thereby, and (v) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and
the authenticity of originals of such copies. As to any facts material to
this opinion which we did not independently establish or verify, we have
relied upon statements or representations of officers and other
representatives of the Company and others.
<PAGE>
Members of our firm are admitted to the bar in the State of New York, and
we do not express any opinion as to the law of any other jurisdiction other
than the General Corporation Law of Delaware and the laws of the United
States of America to the extent specifically referred to herein.
Based upon and subject to the foregoing, and assuming the due execution
and delivery of certificates representing the shares of Common Stock in the
form examined by us, we are of the opinion that the shares of Common Stock to
be issued by the Company pursuant to the offer, when issued in accordance
with the terms of the offer, will be duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference
to our firm under the caption "LEGAL MATTERS" in the Registration Statement.
In giving such consent we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
Exhibit 8.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
March 14, 2000
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal income
tax consequences of your offer to exchange shares of your common stock and cash
for shares of common stock of Dime Bancorp, Inc., a Delaware corporation, and of
the merger of Dime Bancorp, Inc. into you, a Delaware corporation, or your
wholly-owned subsidiary. We hereby confirm our opinion as set forth under the
heading "Certain Federal Income Tax Consequences" in the Prospectus dated March
14, 2000.
We hereby consent to the reference to us under the heading "Certain Federal
Income Tax Consequences" in the Prospectus and to the filing of this opinion as
an exhibit to the related Registration Statement on Form S-4 filed with the
Securities and Exchange Commission. In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
Exhibit 10.1
STOCK PURCHASE AGREEMENT
By and Between
FLEET BOSTON CORPORATION
and
NORTH FORK BANCORPORATION, INC.
Dated as of March 5, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
ARTICLE I
Definitions
<S> <C> <C>
Section 1.01 Definitions.......................................................................1
ARTICLE II
Sale and Purchase of the Preferred Shares; Issuance of the Rights
Section 2.01 Sale and Purchase of the Preferred Shares.........................................6
Section 2.02 Issuance of the Rights............................................................7
Section 2.03 Closing...........................................................................7
ARTICLE III
Representations and Warranties
Section 3.01 Representations and Warranties of the Company.....................................7
Section 3.02 Representations and Warranties of Purchaser......................................14
ARTICLE IV
Additional Agreements of the Parties
Section 4.01 Taking of Necessary Action.......................................................17
Section 4.02 [Intentionally Omitted]..........................................................17
Section 4.03 Conduct of Business..............................................................17
Section 4.04 Transfer Restrictions............................................................18
Section 4.05 Financial Statements and Other Reports...........................................24
Section 4.06 Inspection of Property...........................................................25
Section 4.07 Compliance with Applicable Law; Information......................................26
Section 4.08 Legends..........................................................................27
Section 4.09 Lost, Stolen, Destroyed or Mutilated Securities..................................28
Section 4.10 Regulatory Matters...............................................................28
i
<PAGE>
Section 4.11 Access to Records and Information................................................29
ARTICLE V
Conditions
Section 5.01 Conditions of Purchase...........................................................30
Section 5.02 Conditions of Sale...............................................................32
ARTICLE VI
Termination; Certain Covenants
Section 6.01 Termination......................................................................33
Section 6.02 Effect of Termination............................................................33
Section 6.03 Certain Fees.....................................................................34
Section 6.04 Sale of Branches.................................................................34
Section 6.05 Additional Rights................................................................34
ARTICLE VII
Miscellaneous
Section 7.01 Survival of Representations and Warranties.......................................35
Section 7.02 Notices..........................................................................35
Section 7.03 Entire Agreement; Amendment......................................................36
Section 7.04 Counterparts.....................................................................36
Section 7.05 Governing Law....................................................................36
Section 7.06 Public Announcements.............................................................36
Section 7.07 Expenses.........................................................................37
Section 7.08 Indemnification..................................................................37
Section 7.09 Successors and Assigns...........................................................39
Section 7.10 Captions.........................................................................39
</TABLE>
ii
<PAGE>
EXHIBITS
A - Form of Certificate of Designations
B - Form of Rights Certificate
C - Form of Registration Rights Agreement
D - Branch Purchase Terms
E - Conditions to Offer
iii
<PAGE>
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 5, 2000, by and
between FLEET BOSTON CORPORATION, a Rhode Island corporation (the "Purchaser"),
and NORTH FORK BANCORPORATION, INC., a Delaware corporation (the "Company")
(restated as of March 14, 2000). Capitalized terms not otherwise defined where
used shall have the meanings ascribed thereto in Article I.
WHEREAS, Purchaser has agreed to purchase, and the Company has
agreed to sell, subject to the terms and conditions of this Agreement, shares of
its Preferred Stock;
WHEREAS, the Company has agreed to issue to Purchaser certain
Rights to purchase shares of Common Stock of the Company;
WHEREAS, the Company may (i) solicit proxies (the "Proxy
Solicitation") from stockholders of Dime Bancorp, Inc., a Delaware corporation
("Dime"), against approval and adoption by such stockholders of the Agreement
and Plan of Merger, dated as of September 15, 1999, by and between Dime and
Hudson United Bancorp, a New Jersey corporation ("Hudson"), as amended and
restated as of December 27, 1999 (the "Dime Merger Agreement"), and (ii)
commence an exchange offer for outstanding shares of common stock of Dime,
which the Company represents shall be on terms previously disclosed in writing
to Purchaser (the "Offer"); and
WHEREAS, the Company and Purchaser desire to set forth certain
agreements herein.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained and intending to be
legally bound hereby, the parties hereby agree as follows:
ARTICLE I
Definitions
Section 1.01 Definitions. As used in this Agreement, the following
terms shall have the meanings set forth below:
1
<PAGE>
"Affiliate" or "affiliate" shall mean, with respect to any Person,
any other Person which directly or indirectly controls or is controlled by or is
under common control with such Person. As used in this definition, "control"
(including its correlative meanings, "controlled by" and "under common control
with") shall mean possession, directly or indirectly, of power to direct or
cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise). To the extent that any such term is used in relation to or in
connection with any statute and the definition of such term in such statute is
broader or different, then, in such context, such term shall have the meaning
set forth in such statute.
"Ancillary Documents" shall mean the Certificate of Designations,
the Registration Rights Agreement and the Rights Certificate.
"Beneficially Own" and "Beneficial Owner" shall have the meanings
set forth in Section 4.04(d).
"BHC Act" shall have the meaning set forth in Section 3.01(a).
"Branch Purchase" means the transaction contemplated by the Branch
Purchase Agreement.
"Branch Purchase Agreement" shall have the meaning set forth in
Section 6.04.
"Business Day" shall mean any day, other than a Saturday, Sunday
or a day on which banking institutions in the City of New York are authorized or
obligated by law or executive order to close.
"Certificate of Designations" shall have the meaning set forth in
Section 2.01.
"Closing" and "Closing Date" shall have their meanings set forth
in Section 2.03(a).
"Code" means the United States Internal Revenue Code of 1986, as
amended.
"Common Stock" shall have the meaning set forth in Section 2.02.
2
<PAGE>
"Company Indemnitees" shall have the meaning set forth in Section
7.08(b).
"Company Pension Plans" and "Company Plans" shall have the
meanings set forth in Section 3.01(j).
"Company Subsidiary" shall have the meaning set forth in Section
3.01(b).
"Confidentiality Agreements" shall have the meaning set forth in
Section 7.06.
"Designated Purchaser" shall have the meaning set forth in Section
4.04(c).
"DGCL" shall mean the Delaware General Corporation Law.
"Dime" shall have the meaning set forth in the Recitals hereto.
"Dime/Hudson Period" shall have the meaning set forth in Section
4.04(e).
"Dime Merger Agreement" shall have the meaning set forth in the
Recitals hereto.
"Dime Voting Securities" shall have the meaning set forth in
Section 4.04(e).
"Disposition" shall have the meaning set forth in Section 4.04(a).
"ERISA" shall have the meaning set forth in Section 3.01(j).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"FDIC" shall mean the Federal Deposit Insurance Corporation.
"Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System.
3
<PAGE>
"GAAP" means generally accepted accounting principles in the
United States of America.
"Governmental Entity" shall mean any court, administrative agency
or commission or other governmental authority or instrumentality, whether
federal, state, local or foreign.
"Hudson" shall have the meaning set forth in the Recitals hereto.
"Hudson Voting Securities" shall have the meaning set forth in
Section 4.04(e).
"Indemnified Party" shall have the meaning set forth in Section
7.08(c).
"Indemnifying Party" shall have the meaning set forth in Section
7.08(c).
"Investment" shall have the meaning set forth in Section 4.10(a).
"Loss" shall have the meaning set forth in Section 7.08(a).
"Material Adverse Effect" shall mean a material adverse effect on
(i) the financial condition, results of operations, assets, liabilities or
business of the Company and the Company Subsidiary taken as a whole, (ii) the
ability of the Company to perform its obligations under this Agreement, the
Ancillary Documents or the Branch Purchase Agreement or (iii) the validity or
enforceability of this Agreement, any of the Ancillary Documents or the Branch
Purchase Agreement or the rights or remedies of Purchaser hereunder and
thereunder.
"NFB Group" shall have the meaning set forth in Section 3.01(j).
"NYSE" shall mean the New York Stock Exchange.
"Offer" shall have the meaning set forth in the Recitals hereto.
"Permitted Transferee" shall mean any Affiliate of Purchaser,
provided that such Affiliate agrees in writing to be bound by the terms and
conditions of Section 4.04.
4
<PAGE>
"Person" or "person" shall mean an individual, corporation,
association, partnership, group (as such term is used in Section 13(d)(3) of
the Exchange Act), trust, joint venture, business trust or unincorporated
organization, or a government or any agency or political subdivision thereof.
"Preferred Shares" shall have the meaning set forth in Section
2.01.
"Proposed Dime Merger" shall mean the proposed merger of the
Company and Dime contemplated by the Offer.
"Proxy Solicitation" shall have the meaning set forth in the
Recitals hereto.
"Proxy Statement" shall have the meaning set forth in Section
3.02(h).
"Purchase Notice" shall have the meaning set forth in Section
4.04(c).
"Purchase Price" shall have the meaning set forth in Section
4.04(c).
"Purchaser Indemnitee" shall have the meaning set forth in Section
7.08(a).
"Purchaser Information" shall have the meaning set forth in
Section 3.02(h).
"Registration Rights Agreement" shall mean the registration rights
agreement to be executed by the Company and Purchaser at the Closing, which
shall be in the form attached hereto as Exhibit C.
"Regulatory Filings" shall have the meaning set forth in Section
3.02(h).
"Reports" shall have the meaning set forth in Section 3.01(g).
"Rights" shall have the meaning set forth in Section 2.02.
"S-4" shall have the meaning set forth in Section 3.02(h).
"Sale Closing Date" shall have the meaning set forth in Section
4.04(c).
5
<PAGE>
"Sale Notice" shall have the meaning set forth in Section 4.04(c).
"Sale Securities" shall have the meaning set forth in Section
4.04(c).
"Schedule TO" shall have the meaning set forth in Section 3.02(h).
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"SEC" shall mean the United States Securities and Exchange
Commission.
"Seller" shall have the meaning set forth in Section 4.04(c).
"Standstill Period" shall have the meaning set forth in Section
4.04(d).
"Subsidiary" shall mean, with respect to any corporation (the
"parent") any other corporation, association or other business entity of which
more than 50% of the shares of the voting stock are owned or controlled,
directly or indirectly, by the parent or one or more Subsidiaries of the parent,
or by the parent and one or more of its Subsidiaries.
"Termination Fee" shall have the meaning set forth in Section
6.03.
"Transaction Filings" shall have the meaning set forth in Section
3.02(h).
"Voting Securities" shall have the meaning set forth in Section
4.04(d).
ARTICLE II
Sale and Purchase of the Preferred Shares;
Issuance of the Rights
Section 2.01 Sale and Purchase of the Preferred Shares. Subject to
all of the terms and conditions of this Agreement, and in reliance upon the
representations and warranties hereinafter set forth, at the Closing provided
for in Section 2.03 hereof, the Company will sell to Purchaser, and Purchaser
will purchase from the Company, 250,000 shares of its 7.5% Series B
Non-Cumulative Convertible Preferred Stock, par value $1.00 per share and
liquidation preference $1,000.00 per share (the "Preferred Shares"), together
with the Rights, for an aggregate purchase
6
<PAGE>
price (such purchase price to be allocated between the Preferred Shares and the
Rights as Purchaser shall reasonably determine) of $250,000,000. The Preferred
Shares will have the designation, relative rights, preferences and limitations
set forth in the Company's Restated Certificate of Incorporation and the
Certificate of Designations in the form attached hereto as Exhibit A (the
"Certificate of Designations").
Section 2.02 Issuance of the Rights. Subject to all of the
terms and conditions of this Agreement, at the Closing provided for in Section
2.03 hereof, the Company shall issue to Purchaser stock purchase rights
("Rights") to purchase 7,500,000 shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock"). The terms and provisions of the
Rights shall be as set forth in the form of Rights Certificate attached hereto
as Exhibit B.
Section 2.03 Closing. (a) Subject to the satisfaction or
waiver of the conditions set forth in this Agreement, the purchase and sale of
the Preferred Shares hereunder and the issuance of the Rights (the "Closing")
shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to the Company, at Four Times Square, New York, New York, or another
mutually agreed location, on the date when the condition set forth in Section
5.01(i) hereof shall have been satisfied (the "Closing Date").
(b) At the Closing: (i) the Company will deliver to
Purchaser certificates for the Preferred Shares registered in the name of
Purchaser; (ii) the Company will deliver to Purchaser certificates for the
Rights registered in the name of Purchaser; (iii) Purchaser, in full payment for
the Preferred Shares, will deliver to the Company immediately available funds,
by wire transfer to such account as the Company shall specify, in the amount of
the purchase price to be paid hereunder pursuant to Section 2.01; and (iv) each
party shall take or cause to happen such other actions, and shall execute and
deliver such other instruments or documents, as shall be required under Article
V hereof.
ARTICLE III
Representations and Warranties
Section 3.01 Representations and Warranties of the Company.
The Company represents and warrants to, and agrees with, Purchaser as follows:
(a) Organization and Good Standing of the Company.
The Company is a corporation registered as a bank holding company under the Bank
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Holding Company Act of 1956, as amended the ("BHC Act"), is duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority and governmental
authorizations to own, operate and lease its properties and to carry on its
business as it is being conducted on the date of this Agreement. The Company is
duly licensed or qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties, or conducts any business, so as to require
such qualification, except where the failure to be so licensed or qualified in
any such jurisdiction would not have a Material Adverse Effect.
(b) Organization and Good Standing of Company Subsidiaries.
The only "significant subsidiary" of the Company within the meaning of
Regulation S-X promulgated by the SEC is North Fork Bank (together with its
Subsidiaries, the "Company Subsidiary"). Except for directors' qualifying
shares, the Company owns, directly or indirectly, all the shares of outstanding
capital stock of the Company Subsidiary. Other than as disclosed in Section
3.01(e) and other than pursuant to this Agreement and the Ancillary Documents,
(i) no equity securities of the Company Subsidiary are or may become required to
be issued by reason of any options, warrants, rights to subscribe to, calls or
commitments of any character whatsoever, (ii) there are outstanding no
securities or rights convertible into or exchangeable for shares of any capital
stock of the Company Subsidiary and (iii) there are no contracts, commitments,
understandings or arrangements by which the Company Subsidiary is bound to issue
additional shares of its capital stock or options, warrants or rights to
purchase or acquire any additional shares of its capital stock. All of the
shares of capital stock of the Company Subsidiary owned by the Company are duly
and validly authorized, fully paid and (subject to applicable law)
non-assessable and are owned by it free and clear of any claim, lien,
encumbrance, agreement or preemptive rights with respect thereto. North Fork
Bank is a banking corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and has all
requisite corporate power and authority and governmental authorizations to own,
operate and lease its properties and to carry on its business as it is now being
conducted, and is duly licensed or qualified to do business in each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, except where the failure to be so authorized,
licensed or qualified in any such jurisdiction would not have a Material Adverse
Effect. The deposits of North Fork Bank are insured by the FDIC to the fullest
extent permitted by the Federal Deposit Insurance Act and the rules and
regulations of the FDIC thereunder.
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(c) Authorization; No Conflicts. The Company has full
corporate power and authority to enter into this Agreement, the Ancillary
Documents to which it is a party and the Branch Purchase Agreement and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and each Ancillary Document and the
consummation of the transactions contemplated hereby and thereby has been duly
authorized by the Board of Directors of the Company. No other corporate
proceedings on the part of the Company or the Company Subsidiary are necessary
to authorize the execution, delivery and performance of this Agreement and each
Ancillary Document and the transactions contemplated hereby and thereby. This
Agreement and each Ancillary Document have been duly and validly executed and
delivered by the Company. This Agreement and each Ancillary Document constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms. The execution, delivery and performance of this Agreement, the
Ancillary Documents and the Branch Purchase Agreement, the consummation of the
transactions by the Company contemplated hereby and thereby and the compliance
by the Company with any of the provisions hereof and thereof (including, without
limitation, the conversion provisions of the Preferred Shares) will not
conflict with, violate or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both would
constitute a default) under, or result in the termination of or accelerate the
performance required by, or result in a right of termination or acceleration
under, (i) any provision of the restated certificate of incorporation, by-laws
or other governing instrument of the Company or the certificate of
incorporation, charter, by-laws or other governing instrument of the Company
Subsidiary or (ii)(x) any mortgage, note, indenture, deed of trust, lease, loan
agreement or other agreement or instrument or, (y) any permit, concession,
grant, franchise, license, judgment, order, decree, ruling, injunction,
statute, law, ordinance, rule or regulation, in the case of (x) or (y),
applicable to the Company or the Company Subsidiary or their respective
properties or assets, except for such conflicts, violations, breaches, defaults,
terminations and accelerations which do not have, or could not be reasonably
expected to have, a Material Adverse Effect.
(d) Consents. No consent, approval or order of, or
filing with, any Governmental Entity is required in connection with the
execution, delivery and performance of this Agreement and the Ancillary
Documents by the Company and the consummation of the transactions by the Company
hereunder and thereunder.
(e) Capitalization. As of February 25, 2000, the
authorized capital stock of the Company consisted of (i) 500,000,000 shares of
Common Stock of which at such date 145,050,215 shares were issued and
outstanding and (ii) 10,000,000 shares of Preferred Stock, $1.00 par value, no
shares of which were
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outstanding at such date. As of February 25, 2000, the Company held 130,816
shares of Common Stock in its treasury. As of February 25, 2000, there were
4,231,284 shares of Common Stock reserved for issuance in connection with
employee benefit, stock option and dividend reinvestment and stock purchase
plans and 31,000,000 shares reserved for issuance in connection with the closing
of the Company's acquisition of JSB Financial, Inc. All of the issued and
outstanding shares of the Company's capital stock have been duly and validly
authorized and issued and are fully paid and nonassessable, and are not subject
to preemptive rights. Other than as set forth in this subsection (e) or pursuant
to this Agreement, the Certificate of Designations and the Rights, (i) no equity
securities of the Company are or may be required to be issued by reason of any
options, warrants, rights to subscribe to, calls or commitments of any character
whatsoever, (ii) there are outstanding no securities or rights convertible into
or exchangeable for shares of any capital stock of the Company and (iii) there
are no contracts, commitments, understandings or arrangements by which the
Company is bound to issue additional shares of its capital stock or options,
warrants or rights to purchase or acquire any additional shares of its capital
stock.
(f) Financial Statements. The Company has previously
delivered or made available to Purchaser copies of (a) the consolidated balance
sheet of the Company and its consolidated Subsidiaries (including the Company
Subsidiary) as of December 31 for the fiscal years 1997 and 1998, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the fiscal years 1996 through 1998, inclusive, as reported in the
Company's Annual Report on Form 10-K (as amended) for the fiscal year ended
December 31, 1998, filed by the Company with the SEC under the Exchange Act, in
each case accompanied by the audit report of KPMG LLP, independent public
accountants with respect to the Company, and (b) the unaudited consolidated
balance sheet of the Company and its consolidated Subsidiaries (including the
Company Subsidiary) as of September 30, 1999 and the related unaudited
consolidated statement of income, changes in stockholders' equity and cash flows
for the nine-month period then ended as reported in the Company's Quarterly
Report on Form 10-Q (as amended) for the quarter ended September 30, 1999 filed
with the SEC under the Exchange Act. Such financial statements fairly present in
all material respects the consolidated financial position of the Company and its
consolidated Subsidiaries (including the Company Subsidiary) as of the dates
shown and the results of the consolidated operations, changes in stockholders'
equity and cash flows of the Company and its consolidated Subsidiaries
(including the Company Subsidiary) for the respective fiscal periods or as of
the respective dates therein set forth; and each of such statements has been
prepared in accordance with GAAP consistently applied during the periods
involved, except as otherwise set forth in the notes thereto.
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(g) Reports. Since January 1, 1998, each of the
Company and the Company Subsidiary has filed all reports, registration
statements, proxy statements and other materials, together with any amendments
required to be made with respect thereto, that were required to be filed with
(i) the SEC under the Securities Act or the Exchange Act, (ii) the Federal
Reserve Board, (iii) the FDIC and (iv) any applicable state securities or
banking authorities (all such reports and statements are collectively referred
to herein as the "Reports"). As of their respective dates, the Reports
(including the Transaction Filings, other than with respect to Purchaser
Information, as to which no representation is made) complied in all material
respects with all of the statutes and published rules and regulations enforced
or promulgated by the regulatory authority with which they were filed and (i)
with respect to Reports filed with the SEC, did not as of the date of filing
thereof with the SEC contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading and (ii) with respect to all other Reports, are complete
and accurate in all material respects as of their respective dates. There are no
facts existing as of the date hereof peculiar to the Company or the Company
Subsidiary which the Company has not disclosed in the Reports or to Purchaser in
writing which, either individually or in the aggregate, would be likely to have
a Material Adverse Effect, other than facts relating to the economic condition
generally of the industry in which the Company and its Subsidiaries operate.
(h) Compliance with Applicable Law. (i) Each of the
Company and the Company Subsidiary holds all material licenses, franchises,
permits and authorizations necessary for the lawful conduct of its business
under, and except as reflected in the Reports, is not in default or violation in
any respect of, any law, statute, order, rule, regulation, policy or guideline
of any Federal, state or local governmental authority applicable to the Company
or the Company Subsidiary, other than such defaults or violations that, either
individually or in the aggregate, would not result in a material limitation on
the conduct of the business of the Company or the Company Subsidiary and which
would not otherwise have a Material Adverse Effect. No investigation or review
by any Governmental Entity (other than judicial bodies with respect to matters
identified pursuant to paragraph (i) below), with respect to the Company or the
Company Subsidiary, is pending or, to the best knowledge of the Company, is
presently threatened or contemplated, other than those the outcome of which
would not have a Material Adverse Effect.
(ii) The Company hereby covenants and agrees that,
for so long as this Agreement shall remain in effect, it shall, and
shall cause its
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Subsidiaries, Affiliates, directors, officers and employees to, comply
with all legal requirements (including those under the Exchange Act and
the rules and regulations thereunder) that are applicable to the
Company as a "bidder" within the meaning of Rule 14d-1(g)(2) under the
Exchange Act with respect to the Offer and a "participant" within the
meaning of Instruction 3 to Item 4 of Schedule 14A under the Exchange
Act with respect to the Proxy Solicitation.
(i) Legal Proceedings. Except as set forth in the
Reports, neither the Company nor the Company Subsidiary is a party to any legal,
administrative, arbitration or other proceedings, claims, actions or
governmental investigations of any nature against the Company or the Company
Subsidiary or to which any of their assets are subject (i) in which there is a
reasonable probability of an adverse decision which either individually or in
the aggregate would have a Material Adverse Effect, or (ii) relating to or which
challenges the validity or propriety of the transactions contemplated by this
Agreement or the Ancillary Documents, and, to the best knowledge of the Company,
there has not been threatened, any such proceeding, claim, action or
governmental investigation against the Company or the Company Subsidiary.
Neither the Company nor the Company Subsidiary is subject to any order, judgment
or decree which has a Material Adverse Effect, or could reasonably have a
Material Adverse Effect.
(j) ERISA. All "employee benefit plans", as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and any other stock option, bonus, incentive, severance or
other benefit plan, program or arrangement (whether or not subject to ERISA),
currently maintained or maintained since April 1, 1988, by either the Company
or any companies which, with the Company, would be deemed to be a single
employer under Section 414 of the Code (collectively, the "NFB Group") or for
the benefit of NFB Group employees, are collectively, for purposes of this
Agreement, referred to herein as the "Company Plans". All Company Plans which
constitute employee "pension plans" as defined in Section 3(2) of ERISA are
referred to herein as the "Company Pension Plans". No "prohibited transaction"
(as such term is used in Section 406 of ERISA or Section 4975 of the Code), has
heretofore occurred with respect to any Company Plan or any Company Pension Plan
and no such prohibited transaction shall occur as a result of the execution and
delivery of this Agreement, the Ancillary Documents and the Branch Purchase
Agreement and the consummation of the transactions contemplated hereby and
thereby.
(k) Absence of Certain Changes. Except for
transactions contemplated by this Agreement and the Ancillary Documents, since
September 30,
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1999, the Company and the Company Subsidiary have conducted their respective
businesses only in the ordinary course, consistent with prior practice, and
there has not been (i) any change in the financial condition, results of
operations, assets, liabilities or business of the Company and the Company
Subsidiary which has had, or may have, a Material Adverse Effect or (ii) any
damage, destruction, theft or other casualty loss (whether or not covered by
insurance) which has had, or is likely to have, a Material Adverse Effect.
(l) Disclosure. Neither this Agreement, any Ancillary
Document nor any certificate or disclosure statement delivered by or on behalf
of the Company in connection with the transactions contemplated hereby or
thereby contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein and
therein not misleading.
(m) No Undisclosed Liabilities, etc. Neither the
Company nor its consolidated Subsidiaries has any liabilities or obligations of
any nature (absolute, accrued, contingent or otherwise) which are not fully
reflected or reserved against in the financial statements described in Section
3.01(f), except for liabilities that may have arisen in the ordinary and usual
course of business and consistent with past practice and that, individually or
in the aggregate, do not have and could not reasonably be expected to have a
Material Adverse Effect.
(n) Status of Securities. The Preferred Shares and
the Rights have been duly authorized by all necessary corporate action. When
issued and sold against receipt of the consideration therefor, the Preferred
Shares will be validly issued, fully paid and nonassessable, will not subject
the holders thereof to personal liability and will not be subject to preemptive
rights of any other stockholder of the Company. When executed and delivered as
contemplated by this Agreement, the Rights will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
Not less than 18,469,425 shares of Common Stock have been duly reserved for
issuance upon the conversion of the Preferred Shares and the exercise of the
Rights. When issued upon the conversion of the Preferred Shares or the exercise
of the Rights, such shares of Common Stock will be validly issued, fully paid
and nonassessable, will not subject the holders thereof to personal liability
and will not be subject to preemptive rights of any other stockholder of the
Company.
(o) Offering of Securities. Neither the Company nor
any Person acting on its behalf has offered the Preferred Shares or the Rights
or any similar securities of the Company for sale to, solicited any offers to
buy any of the
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Preferred Shares or the Rights or any similar securities of the Company from or
otherwise approached or negotiated with respect to any of the Preferred Shares
or the Rights or any similar securities of the Company with any Person other
than Purchaser. Neither the Company nor any Person acting on its behalf has
taken or will take any action (including, without limitation, any offering of
any securities of the Company under circumstances which would require the
integration of such offering with the offering of any of the Preferred Shares or
the Rights under the Securities Act and the rules and regulations of the SEC
thereunder) which might subject the offering, issuance or sale of any of the
Preferred Shares or the Rights to the registration requirements of the
Securities Act.
(p) Brokers and Finders. Neither the Company nor any
Company Subsidiary nor any of their respective officers, directors, employees or
agents has utilized any broker, finder, placement agent or financial advisor or
incurred any liability for any fees or commissions in connection with any of the
transactions contemplated hereby or by the Ancillary Documents.
(q) Company Information. None of the information to
be contained in the Transaction Filings or Regulatory Filings (in each case,
other than Purchaser Information, as to which no representation is made) will,
in the case of the Proxy Statement, the Schedule TO or any amendments or
supplements thereto, at the time such document is mailed, or in the case of the
S-4, at the time it is declared effective by the SEC, or in the case of any
other Transaction Filings or Regulatory Filings, at the time such filing is
made, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading.
No report, schedule, proxy statement or other document filed by the Company with
the SEC and incorporated by reference in any of the Transaction Filings
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstance in which they were made, not
misleading. None of the information provided to Purchaser as contemplated by
Section 4.10 shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstance in which they are made
not misleading. The Schedule TO (other than with respect to Purchaser
Information, as to which no representation is made) will comply with the
applicable provisions of the Exchange Act, and the rules and regulations
thereunder.
Section 3.02 Representations and Warranties of Purchaser.
Purchaser represents and warrants to, and agrees with, the Company as follows:
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(a) Organization. Purchaser is a corporation
registered as a bank holding company under the BHC Act, is duly organized,
validly existing and in good standing under the laws of the State of Rhode
Island and has all requisite corporate power and authority to enter into this
Agreement and the Ancillary Documents to which it is a party and to carry out
its obligations hereunder and thereunder.
(b) Authorization; No Conflicts. The execution and
delivery by Purchaser of this Agreement and the Ancillary Documents to which it
is a party and the consummation of the transactions contemplated hereby and
thereby have been authorized by all necessary corporate action on behalf of
Purchaser. This Agreement has been, and on or prior to the Closing Date the
Ancillary Documents to which it is a party will be, executed and delivered on
behalf of Purchaser and this Agreement is, and upon their execution on or prior
to the Closing Date the Ancillary Documents to which it is a party will be,
valid and binding obligations of Purchaser, enforceable against it in accordance
with their terms. The execution, delivery and performance of this Agreement and
the Ancillary Documents to which it is a party, and the consummation of the
transactions contemplated hereby and thereby and the compliance by Purchaser
with any of the provisions hereof and thereof will not conflict with, violate or
result in a breach of any provision of, or constitute a default (or an event,
which, with notice or lapse of time or both would constitute a default) under,
(i) any organizational document of Purchaser or (ii) any mortgage, note,
indenture, deed of trust, lease, loan agreement or other agreement or instrument
of Purchaser or, assuming that the clearances, filings, consents and approvals
referred to in Section 3.02(c) have been obtained or made and any waiting period
applicable thereto has expired or been terminated, any permit, concession,
grant, franchise, license, judgment, order, decree, ruling, injunction, statute,
law, ordinance, rule or regulation applicable to Purchaser or its properties
other than any such conflict, violation, breach or default under clause (ii)
which will not materially and adversely affect the consummation of the
transactions contemplated hereby.
(c) Consents and Approvals. Except for the filing of
an application with the Federal Reserve Board under the BHC Act with respect to
the acquisition of the Preferred Shares and Rights and the approval of such
applications, no consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required on the part
of Purchaser in connection with the execution and delivery of this Agreement by
Purchaser and the consummation of the Investment by Purchaser hereunder.
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(d) Securities Act. Purchaser is acquiring the
Preferred Shares and the Rights solely for the purpose of investment and not
with a view to, or for resale in connection with, any distribution thereof in
violation of the Securities Act.
(e) [Intentionally Left Blank]
(f) Access. Purchaser has been provided full access
to all information deemed relevant by Purchaser relating to its investment and
the Company has made available to Purchaser the opportunity to ask questions
and receive answers and to obtain information which the Company possesses or can
acquire without unreasonable effort or expense.
(g) Brokers and Finders. Neither Purchaser nor any of
its officers, directors, employees or agents has utilized any broker, finder,
placement agent or financial advisor or incurred any liability for any fees or
commissions in connection with any of the transactions contemplated hereby or by
the Ancillary Documents.
(h) Purchaser Information. None of the information
with respect to Purchaser and its Subsidiaries or any of their respective
officers and directors which is provided to the Company by Purchaser or any of
its representatives (collectively, "Purchaser Information") specifically for
inclusion in the Company's proxy statement with respect to the Proxy
Solicitation (the "Proxy Statement"), the Tender Offer Statement on Schedule TO
with respect to the Offer (together with all amendments and supplements thereto,
the "Schedule TO"), the Registration Statement on Form S-4 with respect to the
Offer (the "S-4") and any other filings (including filings under Rule 425 under
the Securities Act and Rule 14a-12 under the Exchange Act) made by the Company
with the SEC in connection with the Proxy Solicitation or the Offer
(collectively, the "Transaction Filings"), or in any other document filed with
any other regulatory agency in connection with the Offer or the regulatory
approvals contemplated by Section 3.02(c) of this Agreement (the "Regulatory
Filings"), will, in the case of the Proxy Statement, the Schedule TO or any
amendments or supplements thereto, at the time that such document is mailed, or
in the case of the S-4, at the time it is declared effective by the SEC, or in
the case of any other Transaction Filings or Regulatory Filings, at the time
such filing is made, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances in which they are
made, not misleading. No report, schedule, proxy statement or other document
filed by Purchaser with the SEC and incorporated by reference in any of the
Transaction Filings at the direction of or with
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the consent of Purchaser contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances in which
they were made, not misleading. The Schedule TO, with respect to the Purchaser
Information, will comply with the applicable provisions of the Exchange Act and
the rules and regulations thereunder.
ARTICLE IV
Additional Agreements of the Parties
Section 4.01 Taking of Necessary Action. Subject to the
conditions set forth in Article V hereof, each of the parties hereto agrees to
use all reasonable efforts promptly to take or cause to be taken all action and
promptly to do or cause to be done all things necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
Investment, the Ancillary Documents and the Branch Purchase Agreement. Without
limiting the foregoing, the Company and Purchaser will, and the Company will
cause the Company Subsidiary to, each use all reasonable efforts to make all
filings and obtain all consents of Governmental Entities which may be necessary
or, in the opinion of Purchaser or the Company, as the case may be, advisable
for the consummation, effectiveness and issuance of the Investment, the
Ancillary Documents, the Branch Purchase Agreement and the Preferred Shares,
including, without limitation, any filings or consents that may be required to
permit the conversion of the Preferred Shares or the exercise of the Rights.
Section 4.02 [Intentionally Omitted.]
Section 4.03 Conduct of Business. Except as otherwise required
to perform its obligations under this Agreement, from the date hereof to the
Closing Date, the Company shall, and shall cause the Company Subsidiary to:
(a) conduct its operations substantially in
accordance with its ordinary course of business and consistent with past
practice;
(b) not do any other act which would cause any
representation or warranty in this Agreement or any Ancillary Document to be or
become untrue in any material respect;
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(c) not engage in any other act, other than in the
ordinary course of business and consistent with past practice, that would have a
Material Adverse Effect; or
(d) not change the number of shares of the authorized
capital stock of the Company, or issue or grant any option, warrant, call,
commitment, subscription, right to purchase or agreement of any character
relating to the authorized or issued capital stock of the Company or the
Company Subsidiary, or any securities convertible into shares of such stock
(except for grants of options to purchase Common Stock granted pursuant to a
Company Plan) or declare, set aside or pay any extraordinary dividend or other
extraordinary distribution (whether in cash, stock or property or any
combination thereof) in respect of the capital stock of the Company.
Section 4.04 Transfer Restrictions. (a) Purchaser shall not
sell, pledge, transfer or otherwise dispose of beneficial ownership of the
Preferred Shares or the Rights or shares of Common Stock received upon
conversion of the Preferred Shares or the exercise of the Rights to any Person
(other than a Permitted Transferee) at any time prior to the first anniversary
of the Closing Date, and then only in accordance with the transfer restrictions
described in the next sentence and subject to the provisions in Section 4.04(c).
Subject to Section 4.04(c), Purchaser shall not sell, pledge, transfer or
otherwise dispose of beneficial ownership of any Preferred Shares or Rights or
shares of Common Stock received by Purchaser upon the conversion of such
Preferred Shares or the exercise of the Rights to any Person other than a
Permitted Transferee (each such occurrence, a "Disposition"), in any transaction
or series of transactions, if, at the time of agreement to effect such
Disposition, to Purchaser's knowledge, such Person and its Affiliates then
beneficially own, or as a result of such Disposition would beneficially own, as
the case may be, 5% or more of the Common Stock, unless Purchaser shall have
received the prior approval of the Board of Directors of the Company.
NOTWITHSTANDING PURCHASER'S LACK OF KNOWLEDGE AS TO A TRANSFEREE'S VIOLATION OF
THE PERCENTAGE OWNERSHIP LIMITATIONS OF THE PRECEDING SENTENCE, ANY PURPORTED
TRANSFER IN VIOLATION OF THESE PROVISIONS SHALL BE VOID AND OF NO FORCE OR
EFFECT.
(b) Notwithstanding paragraph (a) of this Section
4.04, (i) Purchaser and its Permitted Transferees may effect a Disposition of
any or all of their Preferred Shares or Rights (subject to receipt of any
required Federal Reserve Board approval for such disposition), or shares of
Common Stock received upon conversion of the Preferred Shares or exercise of the
Rights, by tendering such securities pursuant to any tender offer or exchange
offer commenced by a third person which is
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favorably recommended by the Company or in connection with any merger or
consolidation to which the Company is a party or pursuant to a plan of
liquidation of the Company and (ii) on or after the first anniversary of the
Closing Date, Purchaser and its Permitted Transferees may sell any or all of the
shares of Common Stock received upon the conversion of the Preferred Shares or
the exercise of the Rights in a widely distributed underwritten public offering.
(c) Right of First Refusal. (i) In addition to the
restrictions on transfer set forth in Section 4.04(a), neither Purchaser nor any
Permitted Transferee (a "Seller") shall sell any Preferred Shares or any Rights
unless it has complied with the provisions of this Section 4.04(c) prior to such
sale. If a Seller desires to sell any Preferred Shares or any Rights, the Seller
shall deliver written notice to the Company (a "Sale Notice") setting forth the
number of Preferred Shares or Rights proposed to be sold (the "Sale Securities")
and the material terms (including the price per Preferred Share or per Right, as
the case may be, if the Preferred Shares or Rights are not then listed for
trading on a national securities exchange or quoted on the Nasdaq National
Market or actively traded in the over-the-counter market) on which the Seller
proposes to sell such Sale Securities. The Company may elect to purchase, or
arrange for the purchase by a designated purchaser (the "Designated Purchaser")
of, all but not less than all of the Sale Securities covered by such Sale Notice
by delivering written notice (a "Purchase Notice") to the Seller, within 10 days
following its receipt of the Sale Notice, specifying a date for the closing of
the purchase by the Company or the Designated Purchaser of the Sale Securities
(the "Sale Closing Date"), which date shall be not less than 10 nor more than 30
days following the date of the Purchase Notice and which Purchase Notice shall
indicate that there are no conditions or requirements for the purchase by the
Company or the Designated Purchaser of all of the Sale Securities on the Sale
Closing Date.
(ii) The closing for the purchase of the Sale
Securities by the Company or the Designated Purchaser shall take place
on the Sale Closing Date at the principal executive offices of the
Company (or such other date and/or place as may be mutually agreed to
by the parties to such transaction). At such closing, the Company, or
the Designated Purchaser, shall deliver to the Seller the Purchase
Price (as determined in accordance with subparagraph (iii) below) for
the Sale Securities by wire transfer of immediately available funds to
an account designated in writing by the Seller prior to the Sale
Closing Date, against delivery by the Seller of certificates
representing the Sale Securities, duly endorsed by the Seller.
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(iii) The "Purchase Price" to be paid by the Company
or the Designated Purchaser on the Sale Closing Date in consideration
for the Sale Securities shall be as follows:
(A) If the Sale Securities are listed or
admitted for trading on a national securities exchange or
quoted by the Nasdaq National Market, then the Purchase Price
with respect to the Sale Securities shall be the product of
(x) the aggregate number of Sale Securities and (y) the
average of the last reported sale prices per Preferred Share
or per Right of such Sale Security as reported in the
principal consolidated transaction reporting system of the
principal exchange on which such Preferred Shares or Rights
are listed or admitted for trading, or, if no sale has
occurred on any trading day, the mean of the last bid and
asked price per Preferred Share or Right for such Sale
Security, in any case, for the fifteen consecutive trading day
period ending on the trading day immediately preceding the
date of the Sale Notice; and
(B) If the Sale Securities are not
listed or admitted for trading on a national securities
exchange or quoted by the Nasdaq National Market, then the
Purchase Price with respect to the Sale Securities shall be
(1) in the case of a Sale Notice with respect to a registered
offering of Sale Securities (including pursuant to the
Registration Rights Agreement), the aggregate fair market
value of such Sale Securities as determined by a
nationally-recognized investment banking firm mutually
selected by the Company and the Seller using customary
valuation methodologies, or (2) in the case of a Sale Notice
with respect to a private sale by the Seller to a third party,
the Purchase Price set forth in the Sale Notice.
(iv) If at the end of the 10-day period following the
giving of the Sale Notice, the Company shall not have delivered a
Purchase Notice to the Seller, the Seller shall have 60 days in which
to sell the Sale Securities at the price and on the terms and
conditions contained in the Sale Notice. Promptly after any sale
pursuant to this Section 4.04(c), the Seller shall notify the Company
of the consummation thereof and shall furnish such evidence of the
completion (including time of completion) of such sale and of the terms
and conditions thereof as the Company may reasonably request. If, at
the end of such 60-day period, the Seller has not completed the sale of
the Sale Securities, the Seller shall no longer be permitted to sell
such Sale Securities
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pursuant to this Section 4.04(c) without again fully complying with the
provisions of this Section 4.04(c).
(v) The provisions of this Section 4.04(c) shall not
be applicable to any transfer of Preferred Shares or Rights from
Purchaser to any Permitted Transferee or the Company, or from any
Permitted Transferee to any other Permitted Transferee or Purchaser,
provided that in any such transfer to a Permitted Transferee such
Permitted Transferee must agree in writing to be bound by the
applicable terms and conditions of this Agreement, including this
Section 4.04(c).
(d) (i) Purchaser covenants to and agrees with the
Company that during the two-year period following the date of this Agreement
(the "Standstill Period"), without the Company's prior written consent, neither
Purchaser nor any of its Affiliates will, directly or indirectly:
(A) In any way acquire, offer or propose
to acquire or agree to acquire Beneficial Ownership of any
Voting Securities or any direct or indirect rights or options
to acquire Beneficial Ownership of any Voting Securities
other than those acquired by Purchaser or its Affiliates (x)
from the Company pursuant to the terms of this Agreement, the
Certificate of Designations and the Rights or pursuant to a
stock split, stock dividend or similar corporate action
initiated by the Company, or (y) in the ordinary course of
business in a fiduciary or agency capacity and not for its own
account;
(B) Make any public announcement with
respect to (except as otherwise required by applicable law
with respect to the acquisition, conversion or exercise, as
the case may be, of the Preferred Shares and the Rights), or
submit to the Company or any of its directors, officers,
representatives, trustees, employees, attorneys, advisors,
agents or Affiliates, any proposal for, the acquisition of any
Voting Securities or with respect to any merger,
consolidation, business combination or purchase of any
substantial portion of the assets of the Company, whether or
not any parties other than Purchaser and its Affiliates are
involved, and whether or not such proposal might require the
making of a public announcement by the Company unless the
Company shall have made a prior written request to Purchaser
to submit such a proposal;
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(C) Seek or propose to influence,
advise, change or control the management, Board of Directors,
governing instruments or policies or affairs of the Company by
way of any public communication or communication with any
Person other than the Company, or make, or in any way
participate in, any "solicitation" of "proxies" (as such terms
are defined or used in Regulation 14A under the Exchange Act)
to vote any Voting Securities or become a "participant" in any
"election contest" as such terms are defined and used in Rule
14a-11 under the Exchange Act) with respect to Voting
Securities; provided, that nothing in this clause (C) shall
prevent Purchaser or its Affiliates from voting any Voting
Securities then Beneficially Owned by Purchaser or such
Affiliates in any manner;
(D) Deposit any Voting Securities in a
voting trust or subject any Voting Securities to any
arrangement or agreement (other than this Agreement) with
respect to the voting of such Voting Securities or other
agreement having similar effect, except that Purchaser may
grant any revocable proxy in connection with proxy
solicitations under the Exchange Act;
(E) Form or join a partnership, limited
partner ship, syndicate or other group (as defined in Section
13(d)(3) of the Exchange Act) with respect to any Voting
Securities (other than a group of which only Purchaser and
Purchaser's Affiliates are members); or
(F) Make a request to amend or waive any
provision of this Section 4.04(d).
(ii) For purposes of this Section 4.04(d) and Section
4.04(e), a Person shall be deemed to "Beneficially Own" any securities
of which such Person or any such Person's Affiliates is considered to
be a "Beneficial Owner" under Rule 13(d)-3 under the Exchange Act as in
effect on the date hereof or of which such Person or any of such
Person's Affiliates or associates, directly or indirectly, has the
right to acquire (whether such right is exercisable immediately or only
after the passage of time or upon the satisfaction of conditions)
pursuant to any agreement, arrangement or understanding (whether or
not in writing) or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise and "Voting
Securities" shall mean at any time shares of any class of capital
stock of the Company which are then entitled to vote generally in the
election of directors or
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any securities which are convertible into, or exchangeable or
exercisable for, any such shares, it being understood that the
Preferred Shares and the Rights will at all times be considered for
this purpose to be Voting Securities equal to the number of shares of
Common Stock then issuable upon conversion of the Preferred Shares and
exercise of the Rights represented thereby.
(e) (i) Subject to Section 4.04(e)(iii), Purchaser
covenants to and agrees with the Company that from and after the date hereof
until December 31, 2001 (the "Dime/Hudson Period"), without the Company's prior
written consent, neither Purchaser nor any of its Affiliates will, directly or
indirectly:
(A) In any way acquire, offer or propose
to acquire or agree to acquire Beneficial Ownership of any
Dime Voting Securities or Hudson Voting Securities or any
direct or indirect rights or options to acquire Beneficial
Ownership of any Dime Voting Securities or Hudson Voting
Securities other than those acquired in the ordinary course of
business in a fiduciary or agency capacity and not for its own
account;
(B) Make any public announcement with
respect to, or submit to Dime or Hudson or any of their
respective directors, officers, representatives, trustees,
employees, attorneys, advisors, agents or Affiliates, any
proposal for, the acquisition of any Dime Voting Securities or
Hudson Voting Securities or with respect to any merger,
consolidation, business combination or purchase of any
substantial portion of the assets of Dime or Hudson, whether
or not any parties other than Purchaser and its Affiliates are
involved, and whether or not such proposal might require the
making of a public announcement by Dime or Hudson;
(C) Seek or propose to influence,
advise, change or control the management, Board of Directors,
governing instruments or policies or affairs of Dime or
Hudson, or make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined or used
in Regulation 14A under the Exchange Act) to vote any Dime
Voting Securities or Hudson Voting Securities or become a
"participant" in any "election contest" (as such terms are
defined and used in Regulation 14A and Schedule 14A under the
Exchange Act) with respect to Dime Voting Securities or Hudson
Voting Securities; provided, that nothing in this clause (C)
shall prevent Purchaser or its Affiliates from voting any Dime
Voting Securities or Hudson Voting
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Securities then beneficially owned by Purchaser or such
Affiliate in any manner;
(D) Deposit any Dime Voting Securities
or Hudson Voting Securities in a voting trust or subject any
Dime Voting Securities or Hudson Voting Securities to any
arrangement or agreement (other than this Agreement) with
respect to the voting of such Dime Voting Securities or Hudson
Voting Securities or any other agreement having similar
effect; or
(E) Form or join a partnership, limited
partnership, syndicate or other group (as defined in Section
13(d)(3) of the Exchange Act) with respect to any Dime Voting
Securities or Hudson Voting Securities (other than a group of
which only Purchaser and Purchaser's Affiliates are members)]
(F) prior to the termination of this
Agreement pursuant to Section 6.01, make a request to amend or
waive any provision of this Section 4.04(e).
(ii) For purposes of this Section 4.04(e), "Dime
Voting Securities" and "Hudson Voting Securities" shall mean at any
time shares of any class of capital stock of Dime or Hudson,
respectively, which are then entitled to vote generally in the election
of directors or any securities which are convertible into, or
exchangeable or exercisable for, any such shares.
(f) Purchaser shall not be deemed to have violated
any provision of Sections 4.04(d)(i) or 4.04(e)(i) by virtue of its compliance
with its agreements and covenants contained in this Agreement or by reason of
its acquisition of shares of capital stock or other securities of a Person which
is not an Affiliate of Purchaser, the Company, Dime or Hudson if such Person
holds Voting Securities, Dime Voting Securities or Hudson Voting Securities, as
the case may be, at the time of Purchaser's acquisition. The prohibition
contained in Section 4.04(e)(i) shall terminate immediately upon Purchaser, at
any time after the termination of this Agreement pursuant to Section 6.01, (i)
paying the Termination Fee to the Company pursuant to Section 6.03 hereof and
(ii) providing written notice to the Company stating that the Termination Fee
has been paid and that Purchaser has elected to terminate the prohibitions
contained in Section 4.04(e)(i) above.
Section 4.05 Financial Statements and Other Reports. The
Company covenants that it will deliver to Purchaser:
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(i) as soon as practicable and in any event within 45
days after the end of each quarterly period (other than the last
quarterly period) in each fiscal year, consolidated statements of
income, changes in stockholders' equity and cash flows of the Company
and its consolidated Subsidiaries (including the Company Subsidiary)
for the period from the beginning of the then current fiscal year to
the end of such quarterly period, and a consolidated balance sheet of
the Company and its consolidated Subsidiaries (including the Company
Subsidiary) as of the end of such quarterly period; provided however,
that delivery pursuant to clause (iii) below of a copy of the Company's
periodic report on Form 10-Q for such period filed with the SEC
shall be deemed to satisfy the requirements of this clause (i);
(ii) as soon as practicable and in any event within
90 days after the end of each fiscal year, a consolidated balance sheet
of the Company and its consolidated Subsidiaries (including the Company
Subsidiary) as of the end of such fiscal year and the related
consolidated statements of income, changes in stockholders' equity and
cash flows for such fiscal year, together with the audit report of KPMG
LLP or other independent public accountants of recognized standing
selected by the Company; provided, however, that delivery pursuant to
clause (iii) below of a copy of the Annual Report on Form 10-K of the
Company for such fiscal year filed with the SEC shall be deemed to
satisfy the requirements of this clause (ii); and
(iii) (a) promptly upon transmission thereof, copies
of all such financial statements, proxy statements, notices and reports
as it shall send to its stockholders and (b) all such regular and
periodic reports on Forms 10-K, 10-Q and 8-K (or similar or substitute
forms) as it shall file with the SEC.
The obligations of the Company to deliver the materials
described in clauses (i) through (iii) of this Section 4.05 to Purchaser shall
continue in full force and effect until such time as Purchaser shall no longer
own Preferred Shares or Rights convertible into or exercisable for shares of
Common Stock, or shares of Common Stock issued upon exercise of the Rights or
conversion of the Preferred Shares, in either case equal to at least 2% of the
Common Stock then outstanding.
Section 4.06 Inspection of Property. (a) The Company covenants
that it will permit representatives of Purchaser to visit and inspect, at
Purchaser's expense, any of the properties of the Company, the Company
Subsidiary or, to the extent applicable, Dime, to examine the corporate books
and make copies or extracts
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therefrom and to discuss the affairs, finances and accounts of the Company, the
Company Subsidiary and, to the extent applicable, Dime with the principal
officers of the Company or Dime, all upon reasonable notice and at such
reasonable times and as often as Purchaser may reasonably request.
(b) The provisions of paragraph (a) of this Section
4.06 shall terminate and no longer be of any effect from and after such time as
Purchaser no longer beneficially owns any Preferred Shares or Rights convertible
into or exercisable for shares of Common Stock, or shares of Common Stock
issued upon the conversion of the Preferred Shares or the exercise of the
Rights, in either case equal to at least 2% of the Common Stock then
outstanding.
Section 4.07 Compliance with Applicable Law; Information. (a)
Purchaser hereby covenants and agrees that, for so long as this Agreement shall
remain in effect, it shall, and shall cause its Subsidiaries, Affiliates,
directors, officers and employees to, comply with all legal requirements
(including those under the Exchange Act and the rules and regulations
thereunder) that would be applicable to Purchaser were it deemed to be a
"bidder" within the meaning of Rule 14d-1(g)(2) under the Exchange Act with
respect to the Offer and a "participant" within the meaning of Instruction 3 to
Item 4 to Schedule 14A under the Exchange Act with respect to the Proxy
Solicitation, it being understood that Purchaser does not admit that it is a
"bidder" with respect to the Offer or a "participant" with respect to the Proxy
Solicitation.
(b) Immediately following the execution of this
Agreement, Purchaser shall cooperate with the Company with respect to the
Company's preparation of the Schedule TO and any other Transaction Filings to
be made by the Company in connection with the Proxy Solicitation and the Offer,
and shall provide the Company with all information with respect to Purchaser and
its Subsidiaries, Affiliates, directors, officers, employees and stockholders
reasonably requested by the Company for inclusion in the Schedule TO or in any
other such Transaction Filings in order to assure compliance with all applicable
legal requirements including the rules of the SEC. Promptly following the
completion of the preparation of the Schedule TO, each of the Company and
Purchaser shall execute and file the Schedule TO with the SEC. Promptly
following any request made by the Company or any of its representatives from
time to time during the pendency of the Offer or the Proxy Solicitation,
Purchaser shall provide the Company with all such information as shall be
reasonably requested by the Company in connection with any filing of, or
amendment or supplement to, any Transaction Filing in order to assure compliance
with all applicable legal requirements including the rules of the SEC.
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Section 4.08 Legends. (a) Purchaser acknowledges and agrees
that as of the date hereof neither the Preferred Shares nor the Rights nor the
securities issuable upon the conversion or exercise of the Preferred Shares and
the Rights have been or will be registered under the Securities Act or the
securities laws of any state and that they may be sold or otherwise disposed of
only in one or more transactions registered under the Securities Act and, where
applicable, such laws or as to which an exemption from the registration
requirements of the Securities Act and, where applicable, such laws is
available. Purchaser acknowledges that, except as provided in the Ancillary
Documents, Purchaser has no right to require the Company to register the
Preferred Shares, the Rights, or the securities issuable upon the conversion or
exercise of the Preferred Shares and the Rights. Purchaser further acknowledges
and agrees that each certificate for the Preferred Shares and the Rights shall
bear a legend substantially as set forth in paragraph (b) of this Section 4.08.
(b) Certificates for the Preferred Shares and the
Rights and any securities issued upon the conversion or exercise thereof shall
bear legends in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION IS
IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS CERTIFICATE IS
ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER, VOTING AND OTHER
PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF MARCH 5, 2000 BETWEEN THE
COMPANY AND THE PURCHASER REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE COMPANY. EXCEPT AS PROVIDED IN SUCH STOCK PURCHASE AGREEMENT, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND ANY
PURPORTED TRANSFER IN VIOLATION OF THE PROVISIONS OF SUCH STOCK PURCHASE
AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT.
(c) When issued pursuant hereto, the certificates
evidencing the Preferred Shares and the Rights shall also bear any legend
required by any applicable state blue sky law.
(d) Any holder of Preferred Shares or Rights may
request the Company to remove any or all of the legends described in this
Section 4.08 from
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the certificates evidencing such Preferred Shares or Rights, as the case may be,
by submitting to the Company such certificates, together with an opinion of
counsel to the effect that such legend or legends are no longer required under
the Securities Act or applicable state laws, as the case may be.
Section 4.09 Lost, Stolen, Destroyed or Mutilated Securities.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any certificate for any security of the Company
and, in the case of loss, theft or destruction, upon delivery of an undertaking
by the holder thereof to indemnify the Company (and, if requested by the
Company, the delivery of an indemnity bond sufficient in the judgment of the
Company to protect the Company from any loss it may suffer if a certificate is
replaced), or, in the case of mutilation, upon surrender and cancellation
thereof, the Company will issue a new certificate for an equivalent number of
shares or another security of like tenor, as the case may be.
Section 4.10 Regulatory Matters.
(a) Purchaser and the Company shall use their best
efforts to promptly prepare and file all necessary documentation, to effect all
applications, notices, petitions and filings, and to obtain as promptly as
practicable all permits, consents, approvals and authorizations of all third
parties and Governmental Entities which are necessary or advisable to consummate
the purchase by Purchaser of the Preferred Shares and the Rights (the
"Investment") and (in the case of the Company) to consummate the Offer and the
Proxy Solicitation. The Company and Purchaser shall have the right to consult
the other on, in each case subject to applicable laws relating to the exchange
of information, any filing made with, or written materials submitted to, any
third party or any Governmental Entity in connection with the Investment, the
Offer or the Proxy Solicitation. In exercising the foregoing right, each of the
parties hereto shall act reasonably and as promptly as practicable. The parties
hereto agree that they will consult with each other with respect to the
obtaining of all permits, consents, approvals and authorizations of all third
parties and Governmental Entities necessary or advisable to consummate the
Investment and, in the case of the Company, the Offer and the Proxy Solicitation
and each party will keep the other appraised of the status of matters relating
to completion of the Investment and, in the case of the Company, the Offer and
the Proxy Solicitation.
(b) Purchaser and the Company shall, upon request,
furnish each other with all information concerning themselves, their
Subsidiaries, directors, officers and stockholders and such other matters as may
be reasonably necessary or advisable in connection with any statement, filing,
notice or application made by or on behalf of Purchaser, the Company or any of
their respective Subsidiaries to any
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Governmental Entity in connection with the Investment, the Offer, the Proxy
Solicitation and the other transactions contemplated by this Agreement.
(c) Purchaser and the Company shall promptly furnish
the other with copies of written communications received by them, their
Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2
under the Exchange Act as in effect on the date of this Agreement) from, or
delivered by any of the foregoing to, any Governmental Entity in respect of the
Investment, the Offer, the Proxy Solicitation and the other transactions
contemplated by this Agreement (other than in respect of information filed or
otherwise submitted confidentially to any such Governmental Entity).
(d) Purchaser and the Company shall, and shall cause
their Subsidiaries to, use their best efforts (i) to take, or cause to be taken,
all actions necessary, proper or advisable to comply promptly with all legal
requirements which may be imposed on them or their Subsidiaries with respect to
the Investment, the Offer, the Proxy Solicitation and the other transactions
contemplated by this Agreement and, subject to the conditions set forth in
Article V hereof, to consummate the Investment and (ii) subject to the
conditions set forth in Article V hereof, to obtain (and to cooperate with the
other party to obtain) any consent, authorization, order or approval of, or any
exemption by, any Governmental Entity and any other third party which is
required to be obtained by the Company or Purchaser or any of their respective
Subsidiaries in connection with the Investment, the Offer, the Proxy
Solicitation and the other transactions contemplated by this Agreement, and to
comply with the terms and conditions of such consent, authorization, order or
approval. Without limiting the generality of the foregoing, in connection with
seeking the regulatory approvals required for the consummation of the
Investment, if in Purchaser's reasonable judgment it would be necessary to
obtain any required consent, authorization, order or approval of, or exemption
by, any Governmental Entity in connection with the Investment, Purchaser shall
make "passivity commitments" in customary form as reflected in recent orders of
the Federal Reserve Board relating to non-controlling minority investments by
bank holding companies in other banks or bank holding companies to all
appropriate regulatory authorities except to the extent such commitments would
be inconsistent with the transactions contemplated hereby.
Section 4.11 Access to Records and Information. During the
period from the date of this Agreement to the Closing Date, (i) the Company
shall afford to Purchaser and its authorized agents and representatives
reasonable access to the records, files and other information relating to the
business of the Company, the Company Subsidiary and, to the extent applicable,
Dime and (ii) Purchaser shall be
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entitled to, in consultation with the Company, such access to the
representatives and officers of the Company, the Company Subsidiary, and, to the
extent applicable, Dime as Purchaser may reasonably request, and the Company
shall during such period cause its personnel and, to the extent applicable, the
personnel of Dime to provide to Purchaser assistance and access in Purchaser's
investigations.
ARTICLE V
Conditions
Section 5.01 Conditions of Purchase. The obligations of
Purchaser to purchase and pay for the Preferred Shares at the Closing are
subject to satisfaction or waiver of each of the following conditions precedent:
(a) Representations and Warranties; Covenants. The
representations and warranties of the Company contained in this Agreement and
the Ancillary Documents shall be true and correct in all material respects on
and as of the date of this Agreement or the date of such Ancillary Documents, as
the case may be, and on and as of the Closing Date with the same effect as
though made on and as of such respective dates, except to the extent that any
such representation or warranty specifically relates to an earlier date, and the
Company shall have performed all obligations and complied with all agreements,
undertakings, covenants and conditions required hereunder and thereunder to be
performed by it at or prior to the Closing.
(b) Opinion of Counsel. Purchaser shall have received
at the Closing from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Company, a written opinion dated as of the Closing Date which shall be in such
form and to such effect as is customary in connection with the private placement
of securities by public companies.
(c) No Adverse Action or Decision or Injunction.
There shall be no action, suit, investigation or proceeding pending or
threatened by a Governmental Entity which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this
Agreement, the Ancillary Documents or the Branch Purchase Agreement, and there
shall not be in effect any order, decree or injunction of a court or agency of
competent jurisdiction which enjoins or prohibits consummation of the
transactions contemplated hereby or thereby.
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(d) Proceedings. All corporate and other proceedings
to be taken by the Company in connection with the authorization and consummation
of the transactions contemplated hereby and by the Ancillary Documents shall
have been duly and validly taken by the Company and all documents incident
thereto shall be reasonably satisfactory in form and substance to Purchaser and
its counsel, and Purchaser and its counsel shall have received all such
counterpart originals or certified or other copies of such documents as it may
reasonably request.
(e) Regulatory Approvals. Purchaser shall have
procured any required approvals, clearances or non-disapprovals of the
transactions contemplated hereby and by the Ancillary Documents by the Federal
Reserve Board under the BHC Act without the implementation of any condition or
restriction that would be materially adverse to Purchaser and the statutory
waiting periods thereunder shall have expired and all consents, authorizations,
orders and approvals of, and filings and registrations required under any other
Federal or state law, rule or regulation for or in connection with the execution
and delivery of this Agreement and the Ancillary Documents and the consummation
by the parties hereto of the transactions contemplated on such parties' part
hereby and thereby shall have been obtained or made and all statutory waiting
periods thereunder in respect thereof shall have expired.
(f) Company Certificate. The Company shall have
delivered to Purchaser a certificate, dated the Closing Date, signed by its
chief executive officer and its chief financial officer, to the effect that the
conditions set forth in this Section 5.01 have been satisfied to the best
knowledge of the officer executing the same.
(g) Registration Rights Agreement. The Registration
Rights Agreement shall have been executed and delivered by the parties thereto
and shall be in full force and affect.
(h) Certificate of Designations. The Certificate of
Designations shall have been duly filed with the Secretary of State of
Delaware. There shall have been no changes to the Restated Certificate of
Incorporation or by-laws of the Company since the date of this Agreement.
(i) Exchange Offer. The conditions of the Offer as
set forth on Exhibit E hereto shall have been satisfied, the Voting Securities
tendered pursuant thereto shall have been accepted by the Company for exchange
and there shall not have occurred any substantial change in the terms or
conditions of the Offer from those previously disclosed to Purchaser.
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(j) Rights. The Company shall have executed and
delivered the Rights Certificate, which shall be in full force and effect.
Section 5.02 Conditions of Sale. The obligation of the Company
to sell the Preferred Shares and to issue the Rights at the Closing is subject
to satisfaction or waiver of each of the following conditions precedent:
(a) Representations and Warranties; Covenants. The
representations and warranties of Purchaser contained in this Agreement shall be
true and correct in all material respects on and as of the date of this
Agreement and on and as of the Closing Date with the same effect as though made
on and as of such dates except to the extent that any such representation or
warranty specifically relates to an earlier date, and Purchaser shall have
performed all obligations and complied with all agreements, undertakings,
covenants and conditions required by it to be performed at or prior to the
Closing.
(b) No Adverse Action or Decision or Injunction.
There shall be no action, suit, investigation or proceeding pending or
threatened by a Governmental Entity which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this
Agreement or the issuance of the Preferred Shares and the Rights to Purchaser,
and there shall not be in effect any order, decree or injunction of a court or
agency of competent jurisdiction with enjoins or prohibits consummation of the
transactions contemplated hereby and thereby.
(c) Regulatory Approvals. All consents,
authorizations, orders and approvals of, and filings and registrations with, any
United States or state governmental commission, board or other regulatory body,
required for or in connection with the execution and delivery of this Agreement
and the Ancillary Documents and any agreements to be executed in connection
therewith, the sale of the Preferred Shares and the issuance of the Rights,
shall have been obtained or made and all statutory waiting periods in respect
thereof shall have expired.
(d) Purchaser's Certificate. An executive officer of
Purchaser shall have delivered to the Company a certificate, dated the Closing
Date, to the effect that the condition set forth in Section 5.02(a) has been
satisfied to the best knowledge of the officer executing the certificate.
ARTICLE VI
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Termination; Certain Covenants
Section 6.01 Termination. This Agreement may be terminated
on or any time prior to the Closing:
(a) by the mutual written consent of Purchaser and
the Company; or
(b) by Purchaser pursuant to notice in the event of a
breach or failure by the Company that is material in the context of the
transactions contemplated by this Agreement or any Ancillary Document of any
representation, warranty, covenant or agreement contained herein or therein
which has not been, or cannot be, cured within 30 days after written notice of
such breach is given to the Company; or
(c) by the Company pursuant to notice in the event of
a breach or failure by Purchaser that is material in the context of the
transactions contemplated by this Agreement or any Ancillary Document of any
representation, warranty, covenant or agreement contained herein or therein
which has not been, or cannot be, cured within 30 days after written notice of
such breach is given to Purchaser; or
(d) by either the Company or Purchaser if the Closing
shall not have occurred on or prior to March 31, 2001 unless the failure of such
occurrence shall be due to the failure of the party seeking to terminate this
Agreement to perform or observe its agreements set forth herein required to be
performed or observed by such party on or before the Closing; or
(e) by either the Company or Purchaser if the
stockholders of Dime and Hudson shall have approved the Dime Merger Agreement;
or
(f) by either the Company or Purchaser if the Company
shall have publicly announced that it is terminating its effort to acquire the
entire equity interest in Dime.
Section 6.02 Effect of Termination. In the event of the
termination of this Agreement as provided in Section 6.01 hereof, this Agreement
shall forthwith become void except for the obligations set forth in Sections
4.04, 6.03, 6.04, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08 and 7.09 and there shall be
no liability or obligation on the part of the parties hereto except as otherwise
provided in this Agreement.
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Section 6.03 Certain Fees. The Company shall pay to Purchaser
$2.5 million in immediately available funds to a bank account designated by
Purchaser upon the earlier of (i) the termination of this Agreement pursuant to
Section 6.01 and (ii) March 31, 2001; provided, however, that the Company shall
not be obligated to make such payment if (x) Purchaser shall have materially
breached this Agreement or (y) the Company shall acquire a majority of the
equity interest in Dime prior to the later of the termination of this Agreement
pursuant to Section 6.01 and March 31, 2001, but in such event the Company,
immediately upon acquiring such majority interest, shall pay to Purchaser $5.0
million (or, if the Company shall previously have paid to Purchaser $2.5 million
as provided in this sentence, $2.5 million) in the manner provided above. In the
event Purchaser shall elect to terminate the Dime/Hudson Period pursuant to the
last sentence of Section 4.04(e)(iii) and Purchaser shall previously have been
paid $2.5 million by the Company as provided in the first sentence of this
Section 6.03, then contemporaneously with such termination Purchaser shall pay
to the Company $2.5 million in immediately available funds to a bank account
designated by the Company (the "Termination Fee"), and Purchaser shall
immediately pay to the Company an additional $2.5 million in such manner
immediately upon Purchaser acquiring a majority of the equity interest in Dime
at any time on or prior to December 31, 2001.
Section 6.04 Sale of Branches. In the event that, at any time
on or prior to December 31, 2001, the Company shall acquire a majority equity
interest in Dime, then reasonably promptly thereafter the Company shall cause
Dime to enter into a branch purchase agreement with Purchaser or such Subsidiary
of Purchaser as Purchaser shall designate (the "Branch Purchase Agreement")
providing for the sale by Dime to Purchaser or such Subsidiary of the branches
identified on Exhibit D hereto as branches to be sold to Purchaser. Such
agreement shall be in such form as is usual and customary for such transactions
and shall include the terms set forth on Exhibit D. Each of the Company and
Purchaser shall negotiate reasonably and in good faith in determining the final
terms of such Agreement. In the event that, at any time on or prior to
December 31, 2001, Purchaser shall acquire a majority equity interest in Dime,
then reasonably promptly thereafter Purchaser shall cause Dime to enter into a
branch purchase agreement with the Company providing for the sale to the Company
or a Subsidiary thereof of the branches identified on Exhibit D hereto as
branches to be sold to the Company. Such agreement shall be in such form as is
usual and customary for such transactions and shall include the terms set forth
in Exhibit D. Each of the Company and Purchaser shall negotiate reasonably and
in good faith in determining the final terms of such agreement.
Section 6.05 Additional Rights. Beginning with the first
Dividend Payment Date (as such term is defined in the Certificate of
Designations) occurring after the third anniversary of the Closing and on each
Dividend Payment Date thereafter through and including the eighth Dividend
Payment Date occurring after the third anniversary of the Closing, to the extent
that any Preferred Shares remain outstanding on any such Dividend Payment Date,
the Company shall issue to each holder of record of the Preferred Shares at the
close of business on the Record Date (as such term is defined in the Certificate
of Designations) with respect to such Dividend Payment Date stock purchase
rights ("Additional Rights") to purchase a number of shares of Common Stock
equal to the quotient obtained by dividing (i) the product of (a) 0.005 and (b)
the aggregate Liquidation Preference (as such term is defined in the Certificate
of Designations) of the Preferred Shares held by such record holder on the
Record Date by (ii) the "current market price" (as defined in Section 3(f)(v) of
the Certificate of Designations) of a share of Common Stock on the Business Day
immediately preceding the Record Date with respect to such Dividend Payment
Date. The purchase price per share of Common Stock purchasable pursuant to the
exercise of any such Additional Rights shall be equal to the current market
price determined pursuant to clause (ii) of the preceding sentence, such
Additional Rights shall expire on the tenth anniversary of the date of issuance
of such Additional Rights, and such Additional Rights shall otherwise be
substantially in the form of Exhibit B hereto. Beginning with the first Dividend
Payment Date occurring after the fifth anniversary of the Closing and on each
Dividend Payment Date thereafter occurring on or prior to the tenth anniversary
of the Closing, to the extent that any Preferred Shares remaining outstanding on
any such Dividend Payment Date, the Company shall issue to each holder of record
of the Preferred Shares at the close of business on the Record Date with respect
to such Dividend Payment Date Additional Rights to purchase a number of shares
of Common Stock determined as provided in the first sentence of this section
6.05, except that the amount in clause (i)(a) of such sentence shall be 0.010.
The purchase price per share of Common Stock purchasable pursuant to the
exercise of any such Additional Rights shall be equal to the current market
price determined pursuant to clause (ii) of the first sentence of this Section
6.05, such Additional Rights shall expire on the tenth anniversary of the date
of issuance of such Additional Rights and such Additional Rights shall otherwise
be substantially in the form of Exhibit B hereto. For all purposes of this
Agreement, unless the context otherwise requires, the term "Rights" shall
include any Additional Rights.
ARTICLE VII
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Miscellaneous
Section 7.01 Survival of Representations and Warranties. All
covenants and agreements, other than those which by their terms apply in whole
or in part after the Closing Date, shall terminate as of the Closing Date.
Except for the warranties and representations contained in Sections 3.01(b) and
3.01(c) and 3.01(o), which shall survive the Closing without limitation, the
warranties and representations made herein or in any certificates delivered in
connection with the Closing shall survive the Closing for a period of 2 years
and shall then expire.
Section 7.02 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered personally, by telecopier or sent by overnight courier as follows:
(a) If to Purchaser, to:
Fleet Boston Corporation
One Federal Street
Boston, Massachusetts 02110
Attention: William C. Mutterperl, Esq.
Executive Vice President and General Counsel
Fax: 617-346-3185
With a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Robert L. Tortoriello, Esq.
Fax: 212-225-3999
(b) If to the Company, to:
North Fork Bancorporation
275 Broad Hollow Road
Melville, New York 11747
Attn: John Adam Kanas
Fax: 516-844-1471
35
<PAGE>
With a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn: William S. Rubenstein, Esq.
Fax: 212-735-2000
or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.
Section 7.03 Entire Agreement; Amendment. This Agreement, the
Registration Rights Agreement, the Rights, the Confidentiality Agreements
(except for the seventh paragraph thereof which shall be deemed to be replaced
and superseded by the terms of this Agreement) and the Certificate of
Designations and the documents described herein and therein or attached or
delivered pursuant hereto or thereto set forth the entire agreement between the
parties hereto with respect to the transactions contemplated by this Agreement.
Any provision of this Agreement may be amended or modified in whole or in part
at any time by an agreement in writing between the parties hereto executed in
the same manner as this Agreement. No failure on the part of any party to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof nor shall any single or partial exercise by any party of any right
preclude any other or future exercise thereof or the exercise of any other
right. No investigation by Purchaser of the Company prior to or after the date
hereof shall stop or prevent Purchaser from exercising any right hereunder or be
deemed to be a waiver of any such right.
Section 7.04 Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to constitute any
original, but all of which together shall constitute one and the same documents.
Section 7.05 Governing Law. This Agreement shall be governed
by, and interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed in that State.
Section 7.06 Public Announcements. Subject to each party's
disclosure obligations imposed by law and notwithstanding any provision to the
contrary contained in the confidentiality agreements dated February 28, 2000
between the parties (the "Confidentiality Agreements"), each of the parties
hereto will cooperate with each other in the development and distribution of all
news releases and other
36
<PAGE>
public information disclosures with respect to this Agreement and any of the
transactions contemplated hereby, and no party hereto will make any news
release or disclosure without first consulting with the other party hereto;
provided, however, that the foregoing shall not affect or otherwise restrict the
Company's ability to make such disclosures as it shall deem necessary in
connection with the Proxy Solicitation and the Offer and the transactions
contemplated thereby (it being understood that all disclosures concerning or
relating to Purchaser shall be subject to Purchaser's prior review and
reasonable approval, and that the Company may not modify any Purchaser
Information in any material respect as part of or in connection with any such
disclosure).
Section 7.07 Expenses. Each party hereto shall bear its own
costs and expenses (including attorneys' fees) incurred in connection with this
Agreement and the Ancillary Documents and the transactions contemplated hereby.
Section 7.08 Indemnification.
(a) The Company agrees to indemnify and hold harmless
Purchaser, each person who controls Purchaser within the meaning of the Exchange
Act, and each of the respective officers, directors, employees, agents and
Affiliates of the foregoing in their respective capacities as such (the
"Purchaser Indemnitees"), to the fullest extent lawful, from and against any and
all actions, suits, claims, proceedings, costs, damages, judgments, amounts
paid in settlement (subject to Section 7.08(d) below) and expenses (including,
without limitation, attorneys' fees and disbursements) (collectively, "Loss")
arising out of or resulting from (i) any inaccuracy in or breach of the
representations, warranties, covenants or agreements made by the Company in this
Agreement, any Ancillary Document or the Branch Purchase Agreement; (ii) the
Proxy Solicitation, the Offer or the transactions contemplated thereby (except
to the extent that any such Loss arises out of or results from any inaccuracy in
or breach of the representations, warranties, covenants or agreements made by
Purchaser in this Agreement); or (iii) any action or failure to act undertaken
by a Purchaser Indemnitee at the request of or with the consent of the Company.
(b) Purchaser agrees to indemnify and hold harmless
the Company and each of its officers, directors, employees, agents and
Affiliates in their respective capacities as such (the "Company Indemnitees"),
to the fullest extent lawful, from and against any and all Losses arising out of
or resulting from (i) any inaccuracy in or breach of the representations,
warranties, covenants or agreements made by Purchaser herein; or (ii) any action
or failure to act undertaken by a Company Indemnitee at the request of
Purchaser.
37
<PAGE>
(c) A party obligated to provide indemnification
under this Section 7.08 (an "Indemnifying Party") shall reimburse the
indemnified parties of the other party (the "Indemnified Parties") for all
out-of-pocket expenses (including attorneys' fees and disbursements) as they are
incurred in connection with investigating, preparing to defend or defending any
such action, suit, claim or proceeding (including any inquiry or investigation)
whether or not an Indemnified Party is a party thereto. If an Indemnified Party
makes a claim hereunder for payment or reimbursement of expenses, such expenses
shall be paid or reimbursed promptly upon receipt of appropriate documentation
relating thereto even if the Indemnifying Party reserves the right to dispute
whether this Agreement requires the payment or reimbursement of such expenses.
(d) An Indemnified Party shall give written notice to
the Indemnifying Party of any claim with respect to which it seeks
indemnification promptly after the discovery by such party of any matters giving
rise to a claim for indemnification; provided that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7.08 unless and to the
extent that the Indemnifying Party shall have been materially prejudiced by the
failure of such Indemnified Party to so notify such party. In case any such
action, suit, claim or proceeding is brought against an Indemnified Party, the
Indemnifying Party shall be entitled to participate in the defense thereof;
provided, however, that separate counsel of the Indemnified Party shall be
entitled to conduct the defense, and the Indemnifying Party shall be liable for
any legal or other expenses incurred by the Indemnified Party in connection with
the defense. No Indemnifying Party shall be liable for any settlement of any
action, suit, claim or proceeding effected without its written consent;
provided, however, the Indemnifying Party shall not unreasonably withhold, delay
or condition its consent. The Indemnifying Party further agrees that it will
not, without the Indemnified Party's prior written consent, settle or compromise
any claim or consent to entry of any judgment in respect thereof in any pending
or threatened action, suit, claim or proceeding in respect of which
indemnification may be sought hereunder (whether or not any Indemnified Party is
an actual or potential party to such action, suit, claim or proceeding) unless
such settlement or compromise includes an unconditional release of each
Indemnified Party from all liability arising out of such action, suit, claim or
proceeding.
(e) The obligations of the Indemnifying Party under
this Section 7.08 shall survive the transfer, redemption or conversion of the
Preferred Shares, the Rights and the shares issued upon the conversion or
exercise thereof, or the closing or termination of this Agreement, any Ancillary
Document, the Branch Purchase Agreement or the transactions contemplated hereby
or thereby. The
38
<PAGE>
agreements contained in this Section 7.08 shall be in addition to any other
rights of the Indemnified Party against the Indemnifying Party or others. The
Indemnifying Party consents to personal jurisdiction, service and venue in any
court in the continental United States in which any claim subject to this
Agreement is brought by any Indemnified Party.
(f) The rights of the Indemnified Party under this
Section 7.08 shall be in addition to any liability that the Indemnifying Party
might otherwise have to the Indemnified Party under this Agreement, at common
law or otherwise.
(g) The amount the Indemnifying Party shall pay to
the Indemnified Party with respect to a claim made pursuant to this Section 7.08
shall be an amount equal to the Loss incurred by the Indemnified Party with
respect to such claim, after giving effect to any taxes payable by the
Indemnified Party on receipt of any indemnification hereunder with respect to
such claim and any tax benefit realizable (including deductions) by the
Indemnified Party with respect to such claim for tax purposes.
Section 7.09 Successors and Assigns. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the Company's successors and assigns and Purchaser's
successors and assigns, and no other person. Subject to applicable law,
Purchaser may assign its rights under this Agreement to any Affiliate, but no
such assignment shall relieve Purchaser of its obligations hereunder.
Section 7.10 Captions. The captions contained in this
Agreement are for reference purposes only and are not part of this Agreement.
39
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto or by their respective duly authorized officers, all as of the date first
above written.
FLEET BOSTON CORPORATION
By: /s/ Eugene M. McQuade
-------------------------------------------
Name: Eugene M. McQuade
Title: Vice Chairman and Chief Financial Officer
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
-------------------------------------------
Name: Daniel M. Healy
Title: Vice President and Chief Financial Officer
40
<PAGE>
EXHIBIT A
CERTIFICATE OF DESIGNATION OF VOTING POWERS,
PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL AND OTHER
SPECIAL RIGHTS AND
QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS
OF
7.5% SERIES B NON-CUMULATIVE CONVERTIBLE
PREFERRED STOCK
OF
NORTH FORK BANCORPORATION, INC.
------------------------
PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
------------------------
North Fork Bancorporation, Inc., a Delaware corporation (the
"Company"), certifies that pursuant to the authority contained in Article
Fourth, subsection B of its Restated Certificate of Incorporation, as amended
(the "Restated Certificate of Incorporation"), and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Company at a meeting duly called and
held on ________, 2000 duly approved and adopted the following resolution which
resolution remains in full force and effect on the date hereof:
RESOLVED, that pursuant to the authority vested in the Board
of Directors by the Restated Certificate of Incorporation, the Board of
Directors does hereby designate, create, authorize and provide for the issue of
a series preferred stock
<PAGE>
having a par value of $1.00 per share, with a liquidation preference of $1,000
per share (the "Liquidation Preference") which shall be designated as 7.5%
Series B Non-Cumulative Convertible Preferred Stock (the "Preferred Stock")
consisting of 250,000 shares having the following voting powers, preferences and
relative, participating, optional and other special rights, and qualifications,
limitations and restrictions thereof as follows:
1. Ranking. The Preferred Stock shall, with respect to dividend
distributions and distributions upon the liquidation, winding-up and
dissolution of the Company, rank (i) senior to the common stock, par value $0.01
per share (the "Common Stock"), of the Company and to each other class of
capital stock or series of preferred stock established after ______, 2000 by the
Board of Directors the terms of which do not expressly provide that it ranks
senior to or on a parity with the Preferred Stock as to dividend distributions
and distributions upon the liquidation, winding-up and dissolution of the
Company (collectively referred to with the Common Stock of the Company as
"Junior Stock"); (ii) on a parity with any additional shares of Preferred Stock
issued by the Company in the future and any other class of capital stock or
series of preferred stock issued by the Company established after _______, 2000,
by the Board of Directors, the terms of which expressly provide that such class
or series will rank on a parity with the Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Company (collectively referred to as "Parity Stock"); and (iii) junior to
each class of capital stock or series of preferred stock issued by the Company
established after, 2000 by the Board of Directors the terms of which expressly
provide that such class or series will rank senior to the Preferred Stock as to
dividend distributions and distributions upon liquidation, winding-up and
dissolution of the Company (collectively referred to as "Senior Stock").
2. Dividends.
(a) Payment of Dividends. The holders of shares of the
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds of the Company legally available therefor,
noncumulative cash dividends at the rate per annum of 7.5% of the Liquidation
Preference per share, and no more. Such noncumulative cash dividends shall be
payable, if declared, quarterly in arrears on February 15, May 15, August 15 and
November 15, of each year, or, if such day is not a Business Day (as defined
below), on the next Business Day (each such date, a "Dividend Payment Date").
The first Dividend Payment Date shall be [ ], 2000 (the "Initial Dividend
Payment Date"). Each declared dividend shall be payable to holders of record of
the Preferred Stock as they appear on the stock books of the
2
<PAGE>
Company at the close of business on such record dates, not more than sixty (60)
calendar days nor less than ten (10) calendar days preceding the Dividend
Payment Date therefor, as determined by the Board of Directors (each such date,
a "Record Date"); provided, however, that if a redemption date for the Preferred
Stock occurs after a dividend is declared but before it is paid, such dividend
shall be paid as part of the redemption price to the person to whom the
redemption price is paid. Quarterly dividend periods (each, a "Dividend Period")
shall commence on and include the first day, and shall end on and include the
last day, of the calendar quarter that immediately precedes the calendar quarter
in which the corresponding Dividend Payment Date occurs. The dividend to be paid
to holders of the Preferred Stock on the Initial Dividend Payment Date shall be
payable in respect of the Dividend Period (the "Initial Dividend Period")
commencing on and including the Issue Date (as defined below) and ending on and
including [LAST DAY OF QUARTERLY PERIOD]. "Business Day" shall mean any day
except a Saturday, a Sunday, or any day on which banking institutions in New
York, New York are required or authorized by law or other governmental action to
be closed.
The amount of dividends payable on each share of the Preferred
Stock outstanding on a Record Date for each full Dividend Period shall be
$18.75. The amount of dividends payable for any Dividend Period which, as to a
share of Preferred Stock (determined by reference to the redemption or
retirement date thereof), is other than a full three (3) months shall be
computed on the basis of the number of days elapsed in the period using a
360-day year composed of twelve (12) thirty (30)-day months.
Holders of the Preferred Stock shall not be entitled to any
interest, or any sum of money in lieu of interest, in respect of any dividend
payment or payments on the Preferred Stock declared by the Board of Directors
which may be unpaid. Any dividend payment made on the Preferred Stock shall
first be credited against the earliest declared but unpaid cash dividend with
respect to the Preferred Stock.
(b) Dividends Noncumulative. The right of holders of Preferred
Stock to receive dividends is noncumulative. Accordingly, if the Board of
Directors does not declare a dividend payable in respect of any Dividend Period,
holders of shares of Preferred Stock shall have no right to receive a dividend
in respect of such Dividend Period, and the Company shall have no obligation to
pay a dividend in respect of such Dividend Period, whether or not dividends are
declared payable in respect of any future Dividend Period.
3
<PAGE>
(c) Priority as to Dividends. No full dividends shall be
declared or paid or set apart for payment on any Parity Stock or Junior Stock
for any Dividend Period unless full dividends have been or contemporaneously are
declared and paid (or declared and a sum sufficient for the payment thereof set
apart for such payment) on the Preferred Stock for such Dividend Period. When
dividends are not paid in full (or declared and a sum sufficient for such full
payment is not so set apart) for any Dividend Period on the Preferred Stock and
any Parity Stock, dividends declared on the Preferred Stock and Parity Stock
shall only be declared pro rata based upon the respective amounts that would
have been paid on the Preferred Stock and such Parity Stock had dividends been
declared in full.
In addition to the foregoing restriction, the Company shall
not declare, pay or set apart funds for any dividends or other distributions
(other than in Common Stock or other Junior Stock) with respect to any Common
Stock or other Junior Stock of the Company or repurchase, redeem or otherwise
acquire, or set apart funds for repurchase, redemption or other acquisition of,
any Common Stock or other Junior Stock through a sinking fund or otherwise, in
any case during or in respect of any Dividend Period, unless the Company shall,
during such Dividend Period, declare a cash dividend on the Preferred Stock at
the annual dividend rate in respect of such Dividend Period, and sufficient
funds have been paid over to the dividend disbursing agent for the Company for
the payment of such cash dividend on the Dividend Payment Date for such Dividend
Period.
No dividend shall be paid or set aside for holders of
Preferred Stock for any Dividend Period unless full dividends have been paid or
set aside for the holders of each class or series of equity securities of the
Company if any, ranking prior to the Preferred Stock as to the dividends for
such Dividend Period.
4
<PAGE>
(d) Any reference to "dividends" or "distributions" in this
Section 2 shall not be deemed to include any distribution made in connection
with any voluntary of involuntary dissolution, liquidation or winding up of the
Company.
3. Conversion Rights.
(a) Upon the terms and in the manner set forth in this Section
3 and subject to the provisions for adjustment contained in Section 3(f), the
shares of Preferred Stock shall be convertible, in whole or in part, at the
option of the holders thereof, at any
- -------------------
(3) First payment date following fifth anniversary of issue.
5
<PAGE>
time after the Issue Date (as hereinafter defined), upon surrender to the
Company of the certificate(s) for the shares to be converted, into a number of
fully paid and nonassessable shares of Common Stock equal to the aggregate
Liquidation Preference of the Preferred Stock to be converted divided by the
conversion price of $18.69 (as such price may be adjusted from time to time in
accordance with this Section 3, the "Conversion Price"). As used herein, the
term "Issue Date" shall mean the date of initial issuance of the Preferred
Stock.
(b) In order to convert shares of Preferred Stock into Common
Stock, the holder thereof shall deliver a properly completed and duly executed
written notice of election to convert specifying the number (in whole shares) of
shares of Preferred Stock to be converted. Each holder of Preferred Stock shall
(A) deliver a written notice to the Company at its principal office or at the
office of the agency which may be maintained for such purpose (each, a "Common
Stock Conversion Agent") specifying the name or names in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued,
(B) surrender the certificate for such shares of Preferred Stock to the Company
or the Common Stock Conversion Agent, accompanied, if so required by the Company
or the Common Stock Conversion Agent, by a written instrument or instruments of
transfer in form reasonably satisfactory to the Company or the Common Stock
Conversion Agent duly executed by the holder or its attorney duly authorized in
writing, and (C) pay any transfer or similar tax required by Section 3(h).
(c) (i) A "Common Stock Conversion" shall be deemed to have
been effected at the close of business on the date (the "Common Stock
Conversion Date") on which the Company or the Common Stock Conversion
Agent shall have received a written notice of election to convert, a
surrendered certificate, any required payments contemplated by Section
3(h) below, and all other required documents. Immediately upon
conversion, the rights of the holders of Preferred Stock shall cease
and the persons entitled to receive the shares of Common Stock upon the
conversion of such shares of Preferred Stock shall be treated for all
purposes as having become the beneficial owners of such shares of
Common Stock; provided, however, that such persons shall be entitled to
receive when paid any dividends declared in respect of such shares of
Preferred Stock which are unpaid as of the date of such conversion. A
Common Stock Conversion shall be at the Conversion Price in effect on
such date, unless the stock transfer books of the Company shall be
closed on that date, in which event such person or persons shall be
deemed to have become such holder or holders of record of the Common
Stock at the close of business on the next succeeding day on which such
stock transfer books are open, but such
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<PAGE>
conversion shall be at the Conversion Price in effect on the Common
Stock Conversion Date.
(ii) As promptly as practicable after the Common Stock
Conversion Date, the Company shall deliver or cause to be delivered at
the office or agency of the Common Stock Conversion Agent, to or upon
the written order of the holders of the surrendered shares of Preferred
Stock, a certificate or certificates representing the number of fully
paid and nonassessable shares of Common Stock, with no personal
liability attaching to the ownership thereof, free of all taxes with
respect to the issuance thereof, liens, charges and security interests
and not subject to any preemptive rights, into which such shares of
Preferred Stock have been converted in accordance with the provisions
of this Section 3, and any cash payable in respect of fractional shares
as provided in Section 3(d).
(iii) Upon the surrender of a certificate representing shares
of Preferred Stock that is converted in part, the Company shall issue
or cause to be issued for the holder a new certificate representing
shares of Preferred Stock equal in number to the unconverted portion of
the shares of Preferred Stock represented by the certificate so
surrendered.
(d) No fractional shares or scrip representing fractional
shares of Common Stock shall be issued upon the conversion or redemption of any
shares of Preferred Stock. Instead of any fractional interest in a share of
Common Stock which would otherwise be deliverable upon the conversion or
redemption of a share of Preferred Stock, the Company shall pay to the holder of
such share of Preferred Stock an amount in cash (computed to the nearest cent)
equal to the product of (i) such fraction and (ii) the current market price (as
defined in Section 3(f)(v) below) of a share of Common Stock on the Business Day
next preceding the day of conversion or redemption. If more than one share shall
be surrendered for conversion or redemption at one time by the same holder, the
number of full shares of Common Stock issuable upon conversion or redemption
thereof shall be computed on the basis of the aggregate Liquidation Preference
of the shares of Preferred Stock so surrendered.
(e) The holders of Preferred Stock at the close of business on
a Record Date shall be entitled to receive the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the conversion
thereof or the Company's default in payment of the dividend due on such Dividend
Payment Date.
(f) The Conversion Price shall be subject to adjustment as
follows:
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<PAGE>
(i) If the Company shall (1) declare or pay a dividend on its
outstanding Common Stock in shares of Common Stock or make a
distribution to holders of its Common Stock in shares of Common Stock,
(2) subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, (3) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock or (4)
issue by reclassification of its shares of Common Stock other
securities of the Company, then the Conversion Price in effect
immediately prior thereto shall be adjusted so that a holder of any
shares of Preferred Stock thereafter converted shall be entitled to
receive the number and kind of shares of Common Stock or other
securities that such holder of Preferred Stock would have owned or been
entitled to receive after the happening of any of the events described
above had such shares of Preferred Stock been converted immediately
prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this Section 3(f)(i) shall
become effective on the date of the dividend payment, subdivision,
combination or issuance retroactive to the record date with respect
thereto, if any, for such event. Such adjustment shall be made
successively.
(ii) If the Company shall issue to all holders of its Common
Stock rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of
Common Stock at a price per share that is lower than the then current
market price per share of Common Stock (as defined in Section 3(f)(v)
below), the Conversion Price shall be adjusted in accordance with the
following formula:
( N x P )
---------
AC = C x O + ( M )
-----------------
O + N
where
AC = the adjusted Conversion Price
C = the current Conversion Price
O = the number of shares of Common Stock outstanding
on the record date
N = the number of additional shares of Common Stock
offered
P = the offering price per share of the additional
shares
M = the current market price per share of Common Stock
on the record date
8
<PAGE>
The adjustment shall be made successively whenever any such rights,
options, warrants or convertible or exchangeable securities are issued,
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the rights, options,
warrants or convertible or exchangeable securities.
(iii) Upon the expiration of any rights, options, warrants or
convertible or exchangeable securities issued by the Company to all
holders of its Common Stock which caused an adjustment to the
Conversion Price pursuant to Section 3(f)(ii), if any thereof shall not
have been exercised, then the Conversion Price shall be increased by
the amount of the initial adjustment of the Conversion Price pursuant
to Section 3(f)(ii) in respect of such expired rights, options,
warrants or convertible or exchangeable securities.
(iv) If the Company shall distribute to all holders of its
outstanding Common Stock any shares of capital stock of the Company
(other than Common Stock) or evidences of indebtedness or assets
(excluding ordinary cash dividends and dividends or distributions
referred to in Sections 3(f)(i) and (ii) above) or rights or warrants
to subscribe for or purchase any of its securities (excluding those
referred to in Section 3(f)(ii) above) (any of the foregoing being
hereinafter in this Section 3(f)(iv) called the "Securities or
Assets"), then in each such case, unless the Company elects to reserve
shares or other units of such Securities or Assets for distribution to
the holders of Preferred Stock upon the conversion of the shares of
Preferred Stock so that a holder converting shares of Preferred Stock
will receive upon such conversion, in addition to the shares of the
Common Stock to which such holder of Preferred Stock is entitled, the
amount and kind of such Securities or Assets which such holder of
Preferred Stock would have received if such holder had, immediately
prior to the record date for the distribution of the Securities or
Assets, converted its shares of Preferred Stock into Common Stock, the
Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect
immediately prior to the date of such distribution by a fraction of
which the numerator shall be the current market price per share (as
defined in Section 3(f)(v) below) of the Common Stock on the record
date mentioned below less the then fair market value (as determined by
the Board in good faith) of the portion of the capital stock or assets
or evidences of indebtedness so distributed or of such rights or
warrants applicable to one share of Common Stock, and of which the
denominator shall be the current market price per share of the Common
Stock on such record date; provided, however, that if the then
9
<PAGE>
fair market value (as so determined) of the portion of the Securities
or Assets so distributed applicable to one share of Common Stock is
equal to or greater than the current market price per share of the
Common Stock on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that each
holder of shares of Preferred Stock shall have the right to receive, in
addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of Securities and Assets such holder
would have received had such holder converted each such share of
Preferred Stock immediately prior to the record date for the
distribution of the Securities or Assets. Such adjustment shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(v) For the purposes of any computation under Section 2(d) or
Section 3(f), and for the purposes of Section 3(d), the "current market
price" per share of Common Stock at any date shall be deemed to be the
average of the daily closing prices for the 20 consecutive trading days
commencing on the 30th trading day prior to the date in question. The
closing price for each day shall be (i) if the Common Stock is listed
or admitted to trading on a national securities exchange, the closing
price on the New York Stock Exchange Consolidated Tape (or any
successor composite tape reporting transactions on national securities
exchanges) or, if such a composite tape shall not be in use or shall
not report transactions in the Common Stock, the last reported sales
price regular way on the principal national securities exchange on
which the Common Stock is listed or admitted to trading (which shall be
the national securities exchange on which the greatest number of shares
of Common Stock has been traded during such 20 consecutive trading
days), or, if there is no transaction on any such day in any such
situation, the mean of the bid and asked prices on such day, or (ii) if
the Common Stock is not listed or admitted to trading on any such
exchange, the closing price, if reported, or, if the closing price is
not reported, the average of the closing bid and asked prices as
reported by The Nasdaq Stock Market, or (iii) if bid and asked prices
for the Common Stock on each such day shall not have been reported
through The Nasdaq Stock Market, the average of the bid and asked
prices for such date as furnished by any three New York Stock Exchange
member firms regularly making a market in the Common Stock and not
affiliated with the Company selected for such purpose by the Board, or
(iv) if no such quotations are available, the fair market value of the
Common Stock as determined by a New York Stock Exchange member firm
regularly making a market in the Common Stock selected for such purpose
by the Board.
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<PAGE>
(vi) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at
least 1% of such price; provided, however, that any adjustments which
by reason of this Section 3(f)(vi) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 3(f) shall be made to the nearest
one-hundredth of a cent or to the nearest one-hundredth of a share, as
the case may be.
(vii) If the Company shall be a party to any transaction,
including without limitation a merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation or
recapitalization of the Common Stock (each of the foregoing being
referred to as a "Transaction"), in each case (except in the case of a
Common Stock Fundamental Change (as hereinafter defined)) as a result
of which shares of Common Stock shall be converted into the right to
receive stock, securities or other property (including cash or any
combination thereof), each share of Preferred Stock shall thereafter be
convertible into the kind and amount of shares of stock and other
securities and property receivable (including cash) upon the
consummation of such Transaction by a holder of that number of shares
of Common Stock into which one share of Preferred Stock was convertible
immediately prior to such Transaction. The Company shall not be a party
to any Transaction unless the terms of such Transaction are consistent
with the provisions of this Section 3(f)(vii) and it shall not consent
or agree to the occurrence of any Transaction until the Company has
entered into an agreement with the successor or purchasing entity, as
the case may be, for the benefit of the holders of Preferred Stock,
which shall contain a provision enabling the holders of Preferred Stock
to convert into the consideration received by holders of Common Stock
at the Conversion Price immediately after such Transaction. In
connection with any transaction referred to in this paragraph, lawful
provision shall be made so that, except as set forth in this paragraph,
the terms of the Preferred Stock (or any stock issued in such
transaction in consideration therefor) shall remain substantially
unchanged to the extent practicable. The provisions of this Section
3(f)(vii) shall similarly apply to successive Transactions.
(viii) In the event of a Common Stock Fundamental Change, each
share of Preferred Stock shall be convertible into common stock of the
kind received by holders of Common Stock as the result of such Common
Stock Fundamental Change. The Conversion Price immediately following
such Common Stock Fundamental Change shall be the Conversion Price in
effect
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<PAGE>
immediately prior to such Common Stock Fundamental Change multiplied by
a fraction, the numerator of which is the Purchaser Stock Price (as
hereinafter defined) and the denominator of which is the Applicable
Price (as hereinafter defined). The Company shall not consent or agree
to the occurrence of any Common Stock Fundamental Change until the
Company has entered into an agreement with the successor or purchasing
entity, as the case may be, for the benefit of the holders of Preferred
Stock, which shall contain a provision enabling the holders of
Preferred Stock to convert into the consideration received by holders
of Common Stock at the Conversion Price immediately after such Common
Stock Fundamental Change. In connection with any transaction referred
to in this paragraph, lawful provision shall be made so that, except as
set forth in this paragraph, the terms of the Preferred Stock (or any
stock issued in such transaction in consideration therefor) shall
remain substantially unchanged to the extent practicable. The
provisions of this Section 3(f)(viii) shall similarly apply to
successive Common Stock Fundamental Changes.
(ix) As used herein:
(A) The term "Applicable Price" means the current
market price for one share of the Common Stock (determined in
accordance with Section 3(f)(v)) on the record date for the
determination of the holders of Common Stock entitled to receive common
stock in connection with such Common Stock Fundamental Change, or, if
there is no such record date, on the date upon which the holders of
Common Stock shall have the right to receive such common stock.
(B) The term "Common Stock Fundamental Change" shall
mean the occurrence of any transaction or event in connection with
which all or substantially all the Common Stock shall be exchanged for,
converted into, acquired for or shall constitute solely the right to
receive common stock that, for the ten consecutive trading days
immediately prior to such Common Stock Fundamental Change, has been
admitted for listing on a national securities exchange or quoted on The
Nasdaq National Market (whether by means of an exchange order,
liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise).
(C) The term "Purchaser Stock Price" shall mean, with
respect to any Common Stock Fundamental Change, the current market
price for one share of the common stock received by holders of Common
Stock in such
12
<PAGE>
Common Stock Fundamental Change (determined in accordance with Section
3(f)(v) as if such Section were applicable to such common stock) on the
record date for the determination of the holders of Common Stock
entitled to receive such common stock or, if there is no such record
date, on the date upon which the holders of Common Stock shall have the
right to receive such common stock.
(x) For the purposes of this Section 3(f) and Section 3(i),
the term "shares of Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Company at the date hereof or (B)
any other class of stock resulting from successive changes or
reclassifications of such shares consisting solely of changes in par
value, or from no par value to par value. If at any time, as a result
of an adjustment made pursuant to Sections 3(f)(i),(iv),(vii) or (viii)
above, the holders of Preferred Stock shall become entitled to receive
any securities other than shares of Common Stock, thereafter the number
of such other securities so issuable upon conversion of the shares of
Preferred Stock shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Preferred Stock contained in
this Section 3(f).
(xi) Notwithstanding the foregoing, in any case in which this
Section 3(f) provides that an adjustment shall become effective
immediately after a record date for an event, the Company may defer
until the occurrence of such event (A) issuing to the holder of any
share of Preferred Stock converted after such record date and before
the occurrence of such event the additional shares of Common Stock
issuable upon such conversion before giving effect to such adjustment
and (B) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 3(d).
(xii) If the Company shall take any action affecting the
Common Stock, other than action described in this Section 3(f), which
in the opinion of the Board would materially adversely affect the
conversion rights of the holders of Preferred Stock, the Conversion
Price for the Preferred Stock may be adjusted, to the extent permitted
by law, in such manner, if any, and at such time, as the Board may
determine in good faith to be equitable in the circumstances. Failure
of the Board to provide for any such adjustment prior to the effective
date of any such action by the Company affecting the Common Stock shall
be evidence that such Board has determined that it is equitable to make
no adjustments in the circumstances.
13
<PAGE>
(g) Whenever the Conversion Price is adjusted as herein
provided, the Chief Financial Officer of the Company shall compute the adjusted
Conversion Price in accordance with the foregoing provisions and shall prepare a
certificate setting forth such adjusted Conversion Price and showing in
reasonable detail the facts upon which such adjustment is based. A copy of such
certificate shall be filed promptly with the Common Stock Conversion Agent.
Promptly after delivery of such certificate, the Company shall prepare a notice
of such adjustment of the Conversion Price setting forth the adjusted Conversion
Price and the date on which such adjustment becomes effective and shall mail
such notice of such adjustment of the Conversion Price to each holder of shares
of Preferred Stock at such holder's last address as shown on the stock books of
the Company.
(h) The Company will pay any and all documentary, stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on the conversion of shares of Preferred Stock pursuant
to this Section 3; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any registration or transfer
involved in the issue or delivery of shares of Common Stock in a name other than
that of the registered holder of Preferred Stock converted or to be converted,
and no such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Company the amount of any such tax or has
established, to the satisfaction of the Company, that such tax has been paid.
(i) (i) The Company shall at all times reserve and keep
available, free from all liens, charges and security interests and not
subject to any preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its issued Common Stock held in
its treasury, or both, for the purpose of effecting the conversion of
Preferred Stock, the full number of shares of Common Stock then
deliverable upon the conversion of all outstanding shares of Preferred
Stock.
(ii) Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value (if any) of the
Common Stock issuable upon conversion of Preferred Stock, the Company
will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of such Common Stock at such
adjusted Conversion Price.
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<PAGE>
(j) If (i) the Company shall declare a dividend on its
outstanding Common Stock (excluding ordinary cash dividends) or make a
distribution to holders of its Common Stock; (ii) the Company shall authorize
the granting to the holders of the Common Stock of rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase any shares of Common Stock or any of its securities; (iii) there shall
be any reclassification of the Common Stock or any consolidation or merger to
which the Company is a party and for which approval of any stockholders of the
Company is required, or the sale or transfer of all or substantially all of the
assets of the Company; or (iv) there shall be any Common Stock Fundamental
Change; then the Company shall cause to be mailed to the holders of Preferred
Stock at their addresses as shown on the stock books of the Company, as promptly
as possible, but at least 15 days prior to the applicable date hereinafter
specified, a notice stating (1) the date on which a record is to be taken for
the purpose of such dividend or distribution, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend or distribution are to be determined or (2) the date on which
such reclassification, consolidation, merger, sale, transfer or Common Stock
Fundamental Change is expected to become effective, and the date as of which it
is expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or Common Stock
Fundamental Change.
4. Liquidation Preference. (a) Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, each holder of shares of
the Preferred Stock will be entitled to payment out of the assets of the Company
legally available for distribution of an amount per share of Preferred Stock
held by such holder equal to the Liquidation Preference per share of Preferred
Stock held by such holder, plus declared and unpaid dividends, if any, without
interest, to the date fixed for liquidation, dissolution or winding-up, before
any distribution is made on any Junior Stock, including, without limitation,
Common Stock of the Company. After payment in full of the Liquidation Preference
and all declared but unpaid dividends, if any, to which holders of Preferred
Stock are entitled, such holders will not be entitled to any further
participation in any distribution of assets of the Company. If, upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
the amounts payable with respect to the Preferred Stock and all other Parity
Stock are not paid in full, the holders of the Preferred Stock and the Parity
Stock will share equally and ratably in any distribution of assets of the
Company in proportion to the full liquidation preference and any declared and
unpaid dividends to which each is entitled.
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<PAGE>
(b) Neither the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Company nor the
consolidation or merger of the Company with or into one or more Persons will be
deemed to be a voluntary or involuntary liquidation, dissolution or winding-up
of the Company for purposes of this Section 4.
5. Optional Redemption.
(a) The Preferred Stock may be redeemed for cash, at the
option of the Company in whole or in part, at any time and from time to time on
or after [ ], 2003, at a price per share in cash equal to $1,000 plus any
declared and unpaid dividends to the date fixed for redemption (the "Applicable
Redemption Price").
(b) In case of redemption of less than all of the shares of
Preferred Stock at the time outstanding, the shares to be redeemed shall be
selected pro rata or by lot as determined by the Company in its sole discretion,
provided that the Company may redeem all shares held by holders of fewer than
100 shares of Preferred Stock (or by holders that would hold fewer than 100
shares of Preferred Stock following such redemption) prior to its redemption of
other shares of Preferred Stock.
(c) Notice of any redemption shall be sent by or on behalf of
the Company not less than 30 nor more than 60 days prior to the date specified
for redemption in such notice (the "Redemption Date"), by first class mail,
postage prepaid, to all holders of record of the Preferred Stock at their last
addresses as they shall appear on the books of the Company; provided, however,
that no failure to give such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any
shares of Preferred Stock except as to the holder to whom the Company has failed
to give notice or except as to the holder to whom notice was defective. In
addition to any information required by law or by the applicable rules of any
exchange upon which the Preferred Stock may be listed or admitted to trading,
such notice shall state: (i) that such redemption is being made pursuant to the
optional redemption provisions hereof; (ii) the Redemption Date; (iii) the
Applicable Redemption Price; (iv) that shares of Preferred Stock called for
redemption may be converted in accordance with and subject to the terms of
Section 3 hereof at any time prior to the Redemption Date; (v) the total number
of shares of Preferred Stock to be redeemed and, if less than all shares held by
such holder are to be redeemed, the number of such shares to be redeemed; and
(vi) the place or places where certificates for such shares are to be
surrendered for payment of the Applicable Redemption Price, including any
procedures applicable to redemptions to be accomplished through book-entry
transfers. Upon the
16
<PAGE>
mailing of any such notice of redemption, the Company shall become obligated to
redeem at the time of redemption specified thereon all shares called for
redemption.
(d) If notice has been mailed in accordance with Section 5(c)
above and on or before the Redemption Date specified in such notice all funds
necessary for such redemption have been set aside by the Company, separate and
apart from its other funds, in trust for the benefit of the holders of the
shares so called for redemption, so as to be and to continue to be available
therefor, then from and after the Redemption Date, unless the Company defaults
in the payment of the Applicable Redemption Price, said shares shall no longer
be deemed to be outstanding and shall have the status of authorized but unissued
shares of Preferred Stock, undesignated as to series, and all rights of the
holders thereof as stockholders of the Company (except the right to receive from
the Company the Applicable Redemption Price) shall cease. Upon surrender in
accordance with said notice, of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Company shall so require and
the notice shall so state), such shares shall be redeemed by the Company at the
Applicable Redemption Price. In case fewer than all the shares represented by
any such certificate are redeemed, a new certificate or certificates shall be
issued representing the unredeemed shares without cost to the holder thereof.
(e) Any funds deposited with a bank or trust company for the
purpose of redeeming Preferred Stock shall be irrevocable except that:
(i) the Company shall be entitled to receive from such bank or
trust company the interest or other earnings, if any, earned on any
money so deposited in trust, and the holders of any shares redeemed
shall have no claim to such interest or other earnings; and
(ii) any balance of monies so deposited by the Company and
unclaimed by the holders of the Preferred Stock entitled thereto at the
expiration of one year from the applicable Redemption Date shall be
repaid, together with any interest or other earnings earned thereon, to
the Company, and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Company shall look only to the
Company for payment of the Applicable Redemption Price without interest
or other earnings thereon.
6. Voting Rights.
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<PAGE>
(a) Except as expressly provided in this Section 6 or as
otherwise required by applicable law or regulation, holders of the shares of
Preferred Stock shall have no voting rights.
(b) If dividends on shares of the Preferred Stock shall not
have been paid for six (6) Dividend Periods, the maximum number of directors of
the Company shall thereupon be increased by two (2). Subject to compliance with
any requirement for regulatory approval of (or non-objection to) persons serving
as directors, the holders of shares of the Preferred Stock, voting together as a
class with the holders of any Parity Stock upon which the same voting rights as
those of the Preferred Stock have been conferred and are irrevocable, shall have
the exclusive right to elect the two additional directors at the Company'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 (4)
consecutive Dividend Periods. Such directors shall be deemed to be in a class
separate from the classes of directors established by Article Sixth of the
Restated Certificate of Incorporation of the Company. If any director so elected
by the holders of the Preferred Stock shall cease to serve as a director before
his term shall expire, the holders of the Preferred Stock then outstanding may,
at the next annual meeting of stockholders, elect a successor to hold office for
the unexpired term of the director whose place shall be vacant. The term of such
directors elected thereby shall terminate, and the total number of directors
shall be decreased by two (2), upon the payment or the declaration and setting
aside for payment of full dividends on the Preferred Stock for four (4)
consecutive Dividend Periods.
(c) So long as any shares of the Preferred Stock are
outstanding, the Company shall not, without the consent or vote of the holders
of at least two-thirds of the outstanding shares of the Preferred Stock, voting
separately as a class, (1) amend, alter or repeal or otherwise change any
provision of the Restated Certificate of Incorporation of the Company or this
Certificate of Designation if such amendment, alteration, repeal or change would
materially and adversely affect the rights, preferences, powers or privileges of
the Preferred Stock, or (2) authorize, create or increase the authorized amount
of or issue any class or series of any equity securities of the Company, or any
warrants, options or other rights convertible or exchangeable into any class or
series of any equity securities of the Company, ranking prior to the Preferred
Stock, either as to dividend rights or rights on liquidation, dissolution or
winding up of the Company, (3) authorize or issue any additional shares of the
Preferred Stock, or (4) merge, consolidate, reorganize or effect any other
business combination involving the Company, unless the resulting corporation
will thereafter have no class or series of equity securities either authorized
or outstanding ranking prior to the Preferred Stock
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<PAGE>
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 the Company that are authorized and outstanding
immediately prior to such transaction.
The creation or issuance of Parity Stock or Junior Stock in respect of
the payment of dividends, or the distribution of assets upon liquidation,
dissolution or winding up of the Company, or an amendment that increases the
number of authorized shares of Preferred Stock or any Junior Stock or Parity
Stock, shall not be deemed to be a material and adverse change requiring a vote
of the holders of shares of the Preferred Stock pursuant to this Section 6.
7. Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of Preferred Stock shall not have any voting powers, preferences
and relative, participating, optional or other special rights, other than those
specifically set forth in this resolution (as such resolution may be amended
from time to time) and in the Restated Certificate of Incorporation. The shares
of Preferred Stock shall have no preemptive or subscription rights.
8. Severability of Provisions. If any voting powers, preferences and
relative, participating, optional and other special rights of the Preferred
Stock and qualifications, limitations and restrictions thereof set forth in this
resolution (as such resolution may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Preferred Stock and qualifications,
limitations and restrictions thereof set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable voting powers, preferences and relative, participating, optional
or other special rights of Preferred Stock and qualifications, limitations and
restrictions thereof shall, nevertheless, remain in full force and effect, and
no voting powers, preferences and relative, participating, optional or other
special rights of Preferred Stock and qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any other
such voting powers, preferences and relative, participating, optional or other
special rights of Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.
9. Reissuance of Preferred Stock. Shares of Preferred Stock that have
been issued and reacquired in any manner, including shares purchased or redeemed
or exchanged or converted, shall (upon compliance with any applicable provisions
of the
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<PAGE>
laws of Delaware) have the status of authorized but unissued shares of preferred
stock of the Company undesignated as to series and may be designated or
re-designated and issued or reissued, as the case may be, as part of any series
of preferred stock of the Company, provided that any issuance of such shares as
Preferred Stock must be in compliance with the terms hereof.
10. Mutilated or Missing Preferred Stock Certificates. If any of the
Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the
Company shall issue, in exchange and in substitution for and upon cancellation
of the mutilated Preferred Stock certificate, or in lieu of and substitution for
the Preferred Stock certificate lost, stolen or destroyed, a new Preferred Stock
certificate of like tenor and representing an equivalent amount of shares of
Preferred Stock, but only upon receipt of evidence of such loss, theft or
destruction of such Preferred Stock certificate and indemnity, if requested,
satisfactory to the Company and the transfer agent (if other than the Company).
20
<PAGE>
IN WITNESS WHEREOF, the Company has caused this certificate to
be duly executed by ______________, Chairman of the Board, President and Chief
Executive Officer of the Company and attested by _____________, Executive Vice
President and Secretary of the Company, this ____________, 2000.
[ ]
By:______________________________
Name:
Title: Chairman of the Board, President
and Chief Executive Officer
ATTEST:
By:____________________________
Name:
Title: Executive Vice President
and Secretary
21
<PAGE>
EXHIBIT B
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS
IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS CERTIFICATE IS
ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF MARCH 5, 2000 BETWEEN THE
ISSUER OF THESE SECURITIES AND THE PURCHASER REFERRED TO THEREIN, A COPY OF
WHICH IS ON FILE WITH THE ISSUER.
EXERCISABLE AT ANY TIME UNTIL 5:00 P.M.,
NEW YORK CITY TIME, ON [ ], 2010* UNLESS
EXTENDED PURSUANT TO THIS RIGHTS CERTIFICATE.
NORTH FORK BANCORPORATION, INC.
RIGHTS CERTIFICATE
No. __
Rights Certificate for ________ Rights to
Purchase ________ Shares of Common Stock
of North Fork Bancorporation, Inc.
This Rights Certificate certifies that, for value received,
________________________, or its registered assigns (the "Holder"), is the owner
of ________________________ (________) Rights (as defined below), which entitle
the Holder to purchase at any time from and after the date hereof and until 5:00
p.m., New York City time, on [ ], 2010,* at the purchase price of $17.88 per
share (the "Exercise Price"), up to an aggregate of ________________________
(________) shares of common stock, $0.01 par value per share (the "Common
- ----------------------
* Ten years after issue.
<PAGE>
Stock"), of North Fork Bancorporation, Inc., a Delaware corporation (the
"Company"). The number of shares purchasable upon exercise of the Rights and the
Exercise Price shall be subject to adjustment from time to time as herein
provided. In this Rights Certificate, the right to purchase each share of Common
Stock is referred to as a "Right"; the shares of Common Stock or, pursuant to
the terms hereof, other securities, issuable upon exercise of the Rights are
referred to as the "Rights Shares".
The Rights are subject to the following terms, conditions and
provisions:
SECTION 1. Registration; Transferability; Exchange of Rights
Certificate.
1.1 Registration. The Company shall number and register each
Right in a register (the "Rights Register") maintained at the office of the
Company (the "Office") as they are issued by the Company. The Company shall be
entitled to treat the registered Holder of any Right, as set forth in the Rights
Register, as the owner in fact thereof for all purposes and shall not be bound
to recognize any equitable or other claim to or interest in such Right on the
part of any other person. The Rights shall be transferable only on the Rights
Register maintained at the Office upon delivery of the certificate or
certificates evidencing such Rights, duly endorsed by the Holder or by his duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. In all cases of transfer by an
attorney, the original power of attorney, duly approved, or a copy thereof, duly
certified, shall be deposited and remain with the Company.
1.2 Intentionally Omitted
1.3 Exchange of Rights Certificates. Subject to the provisions
herein, each Rights Certificate may be exchanged for another Rights
Certificate(s) entitling the Holder to purchase a like aggregate number of
Rights Shares as this Rights Certificate then entitles such Holder to purchase.
If the Holder desires to exchange this Rights Certificate, it shall make such
request in writing and deliver it to the Company, and shall surrender, properly
endorsed if required by the Company, this Rights Certificate. Thereupon, the
Company shall sign and deliver to the person entitled thereto a new Rights
Certificate as so requested.
2
<PAGE>
SECTION 2. Term of Rights; Exercise of Rights.
2.1 Term of Rights. Subject to the terms of this Rights
Certificate, the Holder shall have the right, which may be exercised at any time
from the date hereof until 5:00 p.m., New York City time, on [ ], 2010* (the
"Expiration Date") to purchase from the Company (and the Company shall issue and
sell to the Holder of the Rights represented hereby) up to an aggregate of
_____________ fully paid and nonassessable Rights Shares or such other number of
Rights Shares which the Holder may at the time be entitled to purchase in
accordance with this Rights Certificate. Each Right not exercised prior to 5:00
p.m., New York City time, on the Expiration Date shall become void, and all
rights under this Rights Certificate shall cease as of such time except as set
forth in Section 2.3 hereof.
2.2 Exercise of Rights. (a) The Rights evidenced by this
Rights Certificate may be exercised in whole or in part upon surrender to the
Company, at its Office, of this Rights Certificate, together with the Purchase
Form attached hereto duly completed and signed. Such surrender may be by
facsimile transmission, provided the Company shall not be obligated to issue any
Rights Shares in respect of this Rights Certificate and such Purchase Form until
it shall have received the original versions of this Rights Certificate and such
Purchase Form. The earlier of the receipt of such facsimile transmission or the
receipt of such original certificate and form is referred to herein as (the
"Exercise Date"). Promptly following the Exercise Date, the Holder shall
deliver, if it has not already done so, original versions of this Rights
Certificate and the Purchase Form and the Exercise Price for such Shares. As
used herein, "Business Day" shall mean any day other than a Saturday, Sunday, or
a day in which banking institutions in the City of New York, New York are
authorized or obligated by law or executive order to close.
(b) Upon the surrender of this Rights Certificate, with the
Purchase Form duly executed, and payment of the Exercise Price as aforesaid,
the Company shall promptly cause to be issued and delivered with all reasonable
dispatch to or upon the written order of the Holder and in such name or names as
the Holder may designate a certificate(s) for the number of Rights Shares so
purchased, together, at the option of the Company as provided in Section 7
hereof, with cash in respect of any fractional Rights Shares otherwise issuable
upon such surrender. Payment of the aggregate Exercise Price shall be by wire
transfer of immediately
- ----------------------
* Ten years after issue.
3
<PAGE>
available funds. Any such Rights Shares so purchased shall be deemed to have
been issued as of the Exercise Date.
(c) The rights of purchase represented by this Rights
Certificate shall be exercisable, at the election of the Holder, either in full
at any time or in part from time to time prior to the Expiration Date. In the
event that the Holder of this Rights Certificate shall exercise fewer than all
the Rights evidenced hereby at any time prior to the Expiration Date, a new
Rights Certificate evidencing the remaining unexercised Rights shall be issued
and delivered to the Holder.
2.3 Registration; Compliance with Government Regulations. The
Company covenants that if any Rights Shares required to be reserved for purposes
of the exercise of Rights require, under any Federal or state law or applicable
governing rule or regulation of any national securities exchange, registration
with or approval of any governmental authority, or listing on any such national
securities exchange, before such Rights Shares may be issued upon exercise, the
Company will in good faith and as expeditiously as possible endeavor to cause
such shares to be duly registered or approved by such governmental authority or
listed on the relevant national securities exchange, as the case may be;
provided, however, that in no event shall such Rights Shares be issued, and the
Company is hereby authorized to suspend the exercise of all Rights, for the
period during which such registration, approval or listing is required but not
in effect (the "Suspension Period"); provided, further, that in the event that a
Suspension Period is in effect, the term of the Rights shall be extended for the
equivalent number of days of such Suspension Period (the "Extension Period")
with such Extension Period beginning on the later of (i) the Expiration Date or
(ii) the date the suspension is lifted; and provided, further, that in no event
shall such Extension Period be less than 180 days. The Company shall give prompt
notice of any such suspension and shall promptly return this Rights Certificate
and payment of the Exercise Price thereof to the Holder if such Holder tendered
this Rights Certificate and Exercise Price during such Suspension Period and
shall promptly give notice of the lifting of any such suspension and the
commencement of any such Extension Period.
2.4 Exercise Price. The price per share at which each Rights
Share shall be purchased upon exercise of each Right shall be $17.88, subject to
adjustment pursuant to Section 6 hereof.
4
<PAGE>
SECTION 3. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable any and all documentary, stamp or similar issue or
transfer taxes, if any, which may be payable in respect of the issuance or
delivery of any Right or of the Rights Shares issuable upon the exercise of such
Rights; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any registration or transfer involved in
the issuance or delivery of any Right or the issuance or delivery of
certificates for Rights Shares in a name other than that of the Holder of such
Rights.
SECTION 4. Mutilated or Missing Rights Certificates. In the event this
Rights Certificate shall be mutilated, lost, stolen or destroyed, the Company
shall issue and deliver in exchange and substitution for and upon cancellation
of the mutilated Rights Certificate, or in lieu of and in substitution for the
Rights Certificate lost, stolen or destroyed, a new Rights Certificate of like
tenor and representing an equivalent right or interest, but only upon, in the
event of a lost, stolen or destroyed certificate, receipt of evidence
satisfactory to the Company of such loss, theft or destruction.
SECTION 5. Reservation and Availability of Rights Shares; Purchase and
Cancellation of Rights.
5.1 Reservation of Rights Shares. (a) The Company shall at all
times reserve and keep available free from preemptive rights, out of its
authorized but unissued shares of Common Stock, for the purpose of enabling it
to satisfy any obligations to issue the Rights Shares upon exercise of Rights,
the full number of Rights Shares deliverable upon the exercise of all
outstanding Rights evidenced by this Rights Certificate. The Company or, if
appointed, the transfer agent for the Common Stock and every subsequent transfer
agent for any shares of the Company's capital stock issuable upon the exercise
of any of the rights of purchase aforesaid (each, a "Transfer Agent") will be
irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Rights Certificate on file with each Transfer Agent. The Company
will furnish such Transfer Agent with a copy of all notices of adjustments and
certificates related thereto which are transmitted to the Holder pursuant to
Section 6 hereof.
(b) The Company covenants that all Rights Shares issuable upon
exercise of Rights will, upon issuance, be duly authorized and validly issued,
and fully paid and nonassessable shares of Common Stock, with no personal
liability
5
<PAGE>
attaching to the ownership thereof, free from preemptive rights and free from
all taxes with respect to the issuance thereof, and all liens, charges, and
security interests.
5.2 Rights Shares Record Date. Each person in whose name any
stock certificate for Rights Shares is issued shall for all purposes be deemed
to have become the holder of record of the Rights Shares represented thereby on,
and such stock certificate shall be dated as of, the Exercise Date relating to
such Rights Shares.
5.3 Purchase of Rights by the Company. The Company shall have
the right, except as limited by law, other agreements or herein, to purchase or
otherwise acquire in negotiated transactions Rights evidenced hereby at such
times, in such manner and for such consideration as it may deem appropriate.
5.4 Cancellation of Rights. Any Rights Certificate surrendered
for exchange, substitution, transfer or exercise in whole or in part shall be
cancelled by the Company and retired.
SECTION 6. Adjustment of Exercise Price. The Exercise Price shall be
subject to adjustment from time to time upon the happening of certain events as
hereinafter described.
6.1 Mandatory Adjustments. The Exercise Price shall be subject
to adjustment as follows:
(a) If the Company shall (i) declare or pay a dividend on its
outstanding Common Stock in shares of Common Stock or make a distribution to
holders of its Common Stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issue by reclassification of its shares
of Common Stock other securities of the Company, then the Exercise Price in
effect immediately prior thereto shall be adjusted so that the Holder of any
Rights thereafter exercised shall be entitled to receive the number and kind of
shares of Common Stock or other securities that the Holder would have owned or
have been entitled to receive after the happening of any of the events described
above had such Rights been converted immediately prior to the happening of such
event or any record date with respect thereto. An adjustment made pursuant to
this paragraph 6.1(a) shall become effec-
6
<PAGE>
tive on the date of the dividend payment, subdivision, combination or issuance
retroactive to the record date with respect thereto, if any, for such event.
Such adjustment shall be made successively.
(b) If the Company shall issue to all holders of its Common
Stock rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock at a
price per share that is lower than the then Current Market Price per share (as
hereinafter defined) of Common Stock, then the Exercise Price shall be adjusted
in accordance with the following formula:
(N x P)
-------
AE = E x O + ( M )
------------
O+N
where
AE = the adjusted Exercise Price
E = the current Exercise Price
O = the number of shares of Common Stock outstanding on the record
date
N = the number of additional shares of Common Stock offered
P = the offering price per share of the additional shares
M = the Current Market Price per share of Common Stock on the record
date
The adjustment shall be made successively whenever any such rights, options,
warrants or convertible or exchangeable securities are issued and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive the rights, options, warrants or convertible or
exchangeable securities. Upon the expiration of any such rights, options,
warrants or convertible or exchangeable securities, if any thereof shall not
have been exercised, the Exercise Price shall be increased by the amount of the
initial adjustment of the Exercise Price made pursuant to this Section 6.1(b) in
respect of such expired rights, options, warrants or convertible or exchangeable
securities. For the purposes of this Certificate, the "Current Market Price"
per share of Common Stock at any date shall be deemed to be the average of the
daily closing prices for the 20 consecutive trading days commencing on the 30th
trading day prior to the date in question. The closing price for each day shall
be (i) if the Common Stock is listed or admitted to trading on a national
securities exchange, the closing price on the New York Stock Exchange
Consolidated Tape (or any successor composite tape reporting transactions on
national securities exchanges) or, if such a composite tape shall not be in use
or shall
7
<PAGE>
not report transactions in the Common Stock, the last reported sales price
regular way on the principal national securities exchange on which the Common
Stock is listed admitted to trading (which shall be the national securities
exchange on which the greatest number of shares of Common Stock has been traded
during such 20 consecutive trading days), or, if there is no transaction on any
such day in any such situation, the mean of the bid and asked prices on such
day, or (ii) if the Common Stock is not listed or admitted to trading on any
such exchange, the closing price, if reported, or, if the closing price is not
reported, the average of the closing bid and asked prices as reported by The
Nasdaq Stock Market, or (iii) if bid and asked prices for the Common Stock on
each such day shall not have been reported through The Nasdaq Stock Market, the
average of the bid and asked prices for such date as furnished by any three New
York Stock Exchange member firms regularly making a market in the Common Stock
and not affiliated with the Company selected for such purpose by the Board of
Directors of the Company, or (iv) if no such quotations are available, the fair
market value of the Common Stock as determined by a New York Stock Exchange
member firm regularly making a market in the Common Stock selected for such
purpose by such Board.
(c) If the Company shall distribute to all holders of its
outstanding Common Stock any shares of capital stock of the Company (other than
Common Stock) or evidences of indebtedness or assets (excluding ordinary cash
dividends and dividends or distributions referred to in paragraphs 6.1(a) and
(b)) or rights or warrants to subscribe for or purchase any of its securities
(excluding those referred to in paragraph 6.1(b) above) (any of the foregoing
being hereinafter in this paragraph 6.1(c) called the "Securities or Assets"),
then in each such case, unless the Company elects to reserve shares or other
units of such Securities or Assets for distribution to the Holder upon the
exercise of the Rights so that the Holder will receive upon such exercise, in
addition to the shares of the Common Stock to which such Holder is entitled, the
amount and kind of such Securities or Assets which the Holder would have
received if the Holder had, immediately prior to the record date for the
distribution of the Securities or Assets, exercised the Rights and received
Common Stock, the Exercise Price shall be adjusted so that the same shall equal
the price determined by multiplying the Exercise Price in effect immediately
prior to the date of such distribution by a fraction of which the numerator
shall be the Current Market Price per share of the Common Stock on the record
date mentioned below less the then fair market value (as determined in good
faith by the Board of Directors of the Company), of the portion of the capital
stock or assets or evidences of indebtedness so distributed or of such rights or
warrants applicable to one share of Common Stock, and of which the denominator
shall be the Current Market Price per share of the
8
<PAGE>
Common Stock on such record date; provided, however, that if the then fair
market value (as so determined) of the portion of the Securities or Assets so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price per share of the Common Stock on the record date
mentioned above, in lieu of the foregoing adjustment, adequate provision shall
be made so that the Holder of the Rights shall have the right to receive, in
addition to the shares of Common Stock to which such Holder is entitled, the
amount and kind of Securities and Assets the Holder would have received had the
Holder exercised each such Right immediately prior to the record date for the
distribution of the Securities or Assets. Such adjustment shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such distribution.
(d) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% of
such price; provided, however, that any adjustments which by reason of this
Section 6.1(d) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
6.1 shall be made to the nearest one-hundredth of a cent or to the nearest
one-hundredth of a share, as the case may be.
(e) If the Company shall be a party to any transaction,
including without limitation a merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation or recapitalization of
the Common Stock (each of the foregoing being referred to as a "Transaction"),
in each case (except in the case of a Common Stock Fundamental Change (as
hereinafter defined)) as a result of which shares of Common Stock shall be
converted into the right to receive stock, securities or other property
(including cash or any combination thereof), each Right shall thereafter be
exercisable into the kind and amount of shares of stock and other securities and
property receivable (including cash) upon the consummation of such Transaction
by a holder of that number of shares of Common Stock issuable upon the exercise
of one Right immediately prior to such Transaction. The Company shall not be a
party to any Transaction unless the terms of such Transaction are consistent
with the provisions of this Section 6.1(e) and it shall not consent or agree to
the occurrence of any Transaction until the Company has entered into an
agreement with the successor or purchasing entity, as the case may be, for the
benefit of the Holders of the Rights, which shall contain provisions enabling
the Holders of the Rights to exercise such Rights for the consideration received
by holders of Common Stock at the Exercise Price immediately after such
Transaction. The provisions of this Section 6.1(e) shall similarly apply to
successive Transactions.
9
<PAGE>
(f) In the event of a Common Stock Fundamental Change, each
Right shall be exercisable into common stock of the kind received by holders of
Common Stock as the result of such Common Stock Fundamental Change. The Exercise
Price immediately following such Common Stock Fundamental Change shall be the
Exercise Price in effect immediately prior to such Common Stock Fundamental
Change multiplied by a fraction, the numerator of which is the Purchaser Stock
Price (as hereinafter defined) and the denominator of which is the Applicable
Price (as hereinafter defined). The Company shall not consent or agree to the
occurrence of any Common Stock Fundamental Change until the Company has entered
into an agreement with the successor or purchasing entity, as the case may be,
for the benefit of the Holders of the Rights, which shall contain provisions
enabling the Holders of the Rights to exercise such Rights for the consideration
received by holders of Common Stock at the Exercise Price immediately after such
Common Stock Fundamental Change. The provisions of this Section 6.1(f) shall
similarly apply to successive Common Stock Fundamental Changes.
(g) As used herein:
(i) The term "Applicable Price" means the Current
Market Price for one share of the Common Stock on the record date for
the determination of the holders of Common Stock entitled to receive
common stock in connection with such Common Stock Fundamental Change,
or, if there is no such record date, on the date upon which the holders
of Common Stock shall have the right to receive such common stock.
(ii) The term "Common Stock Fundamental Change" shall
mean the occurrence of any transaction or event in connection with
which all or substantially all the Common Stock shall be exchanged for,
converted into, acquired for or shall constitute solely the right to
receive common stock that, for the ten consecutive trading days
immediately prior to such Common Stock Fundamental Change, has been
admitted for listing on a national securities exchange or quoted on The
Nasdaq Stock Market (whether by means of an exchange offer,
liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise).
(iii) The term "Purchaser Stock Price" shall mean,
with respect to any Common Stock Fundamental Change, the Current Market
Price for one share of the common stock received by holders of Common
10
<PAGE>
Stock in such Common Stock Fundamental Change (determined as if the
definition of Current Market Price contained in this Certificate were
applicable to such common stock) on the record date for the
determination of the holders of Common Stock entitled to receive such
common stock or, if there is no such record date, on the date upon
which the holders of Common Stock shall have the right to receive such
common stock.
(h) For the purposes of this Section 6.1, the term "shares of
Common Stock" shall mean (i) the class of stock designated as the Common Stock
of the Company at the date hereof or (ii) any other class of stock resulting
from successive changes or reclassifications of such shares consisting solely
of changes in par value, or from no par value to par value. If at any time, as a
result of an adjustment made pursuant to Sections 6.1(a), (c), (e) or (f) the
Holder shall become entitled to receive any securities other than shares of
Common Stock, thereafter the number of such other securities so issuable upon
the exercise of the Rights shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Rights contained in this Section 6.1.
(i) Notwithstanding the foregoing, in any case which this
Section 6.1 provides that an adjustment shall become effective immediately after
a record date for an event, the Company may defer until the occurrence of such
event (i) issuing to the Holder of any Right exercised after such record date
and before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion before giving effect to such adjustment and (ii)
paying to the Holder any amount in cash in lieu of any fraction pursuant to
Section 7.
(j) If the Company shall take any action affecting the Common
Stock, other than action described in this Section 6.1, which in the opinion of
the Board of Directors of the Company would materially adversely affect the
conversion rights of the Holder of the Rights, the Exercise Price for the Rights
may be adjusted, to the extent permitted by law, in such manner, if any, and at
such time, as such Board may determine in good faith to be equitable in the
circumstances. Failure of the Board of Directors of the Company to provide for
any such adjustment prior to the effective date of any such action by the
Company affecting the Common Stock shall be evidence that the Board of Directors
of the Company has determined that it is equitable to make no adjustments in the
circumstances.
6.2 Voluntary Adjustment by the Company. The Company may at
its option, at any time during the term of the Rights, reduce the then current
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<PAGE>
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company; provided that if the Company elects so to reduce the then current
Exercise Price, such reduction shall remain in effect for at least a 15-day
period, after which time the Company may, at its option, reinstate the Exercise
Price in effect prior to such reduction.
6.3 Notice of Adjustment. Whenever the Exercise Price is
adjusted as herein provided, the Chief Financial Officer of the Company shall
compute the adjusted Exercise Price in accordance with the foregoing provisions
and shall prepare a certificate setting forth such adjusted Exercise Price and
showing in reasonable detail the facts upon which such adjustment is based. A
copy of such certificate shall be filed promptly with the Transfer Agent.
Promptly after delivery of such certificate, the Company shall prepare a notice
of such adjustment of the Exercise Price setting forth the adjusted Exercise
Price and the date on which such adjustment becomes effective and shall mail
such notice of such adjustment of the Exercise Price to the Holder at his last
address as shown on the Rights Register.
6.4 No Adjustment for Dividends. Except as provided in Section
6.1 hereof, no adjustment in respect of any dividends or other payments or
distributions made to Holders of securities issuable upon exercise of Rights
shall be made during the term of a Right or upon the exercise of a Right.
6.5 Statement on Rights Certificate. Irrespective of any
adjustments in the number or kind of securities purchasable upon the exercise
of the Rights or the Exercise Price, any Rights Certificate theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in this Rights Certificate.
SECTION 7. Fractional Interests. The Company may, but shall not be
required to, issue fractional Rights Shares on the exercise of Rights. If more
than one Right shall be presented for exercise in full at the same time by a
Holder, the exercise thereof shall be computed on the basis of the aggregate
number of Rights Shares purchasable on exercise of the Rights so presented. If
any fraction of a Rights Share would be issuable on the exercise of any Right
(or specified portion thereof), the Company may, in its sole discretion, issue
such fraction of a Rights Share or pay to the Holder of the Right an amount in
cash equal to the Current Market Price per share of Common Stock computed as of
the trading day immediately preceding the date the Right is presented for
exercise, multiplied by such fraction (but in no event
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<PAGE>
less than an amount equal to such fraction multiplied by the Exercise Price in
effect at such time).
SECTION 8. No Rights as Stockholders; Notices to Holder. Nothing
contained in this Rights Certificate shall be construed as conferring upon the
Holder or its Permitted Transferees the right to vote or to receive dividends
(except as provided in Section 6 hereof) or to consent or to receive notice as
stockholders in respect of any meeting of stockholders of the Company for the
election of the directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company. If, however, at any time prior to
the expiration of the Rights and prior to their exercise, any of the following
events shall occur:
(a) the Company shall declare any dividend upon its shares of
Common Stock (excluding ordinary cash dividends) or make any distribution to the
holders of its shares of Common Stock;
(b) the Company shall authorize the granting to all holders of
its shares of Common Stock of rights, options, warrants, or convertible or
exchangeable securities containing the right to subscribe for or purchase any
shares of Common Stock or any of its securities;
(c) there shall be a reclassification of the Common Stock or
any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or the sale or transfer
of all or substantially all of the assets of the Company; or
(d) there shall be any Common Stock Fundamental Change;
then in any one or more of said events, the Company shall give to the Holder by
registered mail (return receipt requested) as promptly as possible but at least
15 days prior to the applicable date hereinafter specified, a written notice
stating (i) the date on which a record is to be taken for the purpose of such
dividend or distribution, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend or
distribution are to be determined or (ii) the date on which such
reclassification, consolidation, merger, sale, transfer or Common Stock
Fundamental Change is expected to become effective, and the date as of which it
is expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such
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reclassification, consolidation, merger, sale, transfer or Common Stock
Fundamental Change.
SECTION 9. Identity of Transfer Agent. Forthwith upon the appointment
of any Transfer Agent for the Common Stock, or any other shares of the Company's
capital stock issuable upon the exercise of the Rights, the Company shall
promptly notify the Holder of the name and address of such Transfer Agent.
SECTION 10. Notices. Any notice, except as provided in Section 8 of
this Rights Certificate, or demand authorized by this Rights Certificate to be
given by the Holder to the Company, shall be in writing and shall be delivered
in person or by facsimile transmission, or mailed by first class mail, postage
prepaid, or by overnight courier, to the Company, at 275 Broad Hollow Rd.,
Melville, NY 11747, telefax no.: (516) 844-1471, confirmation no. (516)
844-1000, Attention: Secretary. The Company may change the address or telefax
numbers to which notices to it are to be transmitted, delivered or mailed
hereunder by notice to the Holder.
Any notice pursuant to this Rights Certificate by the Company
to the Holder shall be in writing and shall be delivered by first class mail,
postage prepaid, or by facsimile transmission, by overnight courier, or
otherwise delivered by hand, to the Holder at its address on the books of the
Rights Register or at the telefax number specified in writing by the Holder to
the Company.
Notices delivered personally shall be effective at the time
delivered by hand, notices sent by mail shall be effective two days after
mailing, notices sent by facsimile transmission shall be effective when receipt
is acknowledged and notices sent by courier guaranteeing next day delivery shall
be effective on the next business day after timely delivery to the courier.
SECTION 11. Supplements and Amendments. This Rights Certificate may not
be supplemented, amended or otherwise modified without the prior written consent
of the Holder.
SECTION 12. Successors. All the covenants and provisions of this Rights
Certificate by or for the benefit of the Company shall bind and inure to the
benefit of its respective successors and assigns.
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<PAGE>
SECTION 13. Merger or Consolidation of the Company. The Company will
not merge or consolidate into, or sell, transfer or lease all or substantially
all of its property to, any other corporation unless the successor, transferee
or lessee corporation, as the case may be (if not the Company), shall expressly
assume the due and punctual performance and observance of each and every
covenant and condition of this Rights Certificate to be performed and observed
by the Company.
SECTION 14. Applicable Law. This Rights Certificate and the Rights
evidenced hereby shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to principles of conflict of
laws.
SECTION 15. Benefits of this Rights Certificate. Nothing in this Rights
Certificate shall be construed to give to any person or entity other than the
Company and the Holder any legal or equitable right, remedy or claim under this
Rights Certificate; and this Rights Certificate shall be for the sole and
exclusive benefit of the Company and the Holder.
SECTION 16. Captions. The captions of the Sections and paragraphs of
this Rights Certificate have been inserted for convenience only and shall have
no substantive effect.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this Rights
Certificate to be duly executed this____ day of [ ], 2000.
NORTH FORK BANCORPORATION, INC.
By:________________________________
Name:
Title:
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<PAGE>
PURCHASE FORM
(To be executed upon exercise of Right)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Rights Certificate, to purchase _______ shares of
Common Stock as provided for herein and upon confirmation from the Company that
such shares of Common Stock shall be issued, agrees that it will tender in
payment for such shares of Common Stock payment of the purchase price in full in
the form of cash or a bank check payable to the order of North Fork
Bancorporation, Inc. or a combination thereof in the amount of $_______, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such shares of Common Stock be registered in the name of
______________________ whose address is ___________________________ and that
such certificate shall be delivered to ______________________ whose address is
___________________________. If said number of shares of Common Stock is less
than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Rights Certificate representing the right to purchase the
remaining balance of the shares of Common Stock be registered in the name of
________________________ whose address is ___________________________ and that
such certificate shall be delivered to ______________________ whose address is
___________________________.
Dated:_______________________________
_______________________________
(Insert Employer Identification
Number of holder)
Signature _________________________
Note: Signature must conform in
all respects to name of
holder as specified on the
face of this Rights
Certificate in every
particular, without
alteration or enlargement
or any change whatsoever,
unless this Rights
Certificate has been as
signed.
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<PAGE>
ASSIGNMENT
(To be executed only upon
assignment of the Rights Certificate)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________ (Name and Address of Assignee, Must Be Printed
or Typewritten) the within Rights Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
____________________, Attorney, to transfer said Rights Certificate on the books
of the within-named Company, with full power of substitution in the premises.
Dated: __________________
-----------------------------------
Signature of Registered Holder
Note: The above signature must
correspond with the name as
written on the face of this
Rights Certificate in every
particular, without
alteration or enlargement
or any change whatever.
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<PAGE>
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
[ ], 2000 made and entered into by North Fork Bancorporation, Inc., a Delaware
corporation (the "Company"), and Fleet Boston Corporation, a Rhode Island
corporation ("Fleet Boston").
WHEREAS, the Company has entered into a stock purchase
agreement (the "Purchase Agreement") with Fleet Boston pursuant to which, among
other things, the Company has agreed to (i) issue and sell to Fleet Boston, and
Fleet Boston has agreed to purchase, an aggregate of 250,000 shares of the
Company's Non-Cumulative Convertible Perpetual Preferred Stock, Series B, par
value $1.00 per share and liquidation value $1,000.00 per share (the "CP
Shares") and (ii) issue to Fleet Boston stock purchase rights (the "Rights") to
purchase 7,500,000 shares of common stock, $0.01 par value per share ("Common
Stock"), of the Company (such shares of Common Stock, the "Rights Shares");
WHEREAS, in connection with the issuance of the CP Shares and
the Rights, the Company has agreed to register the CP Shares, the Rights, the
Rights Shares and the NFB Conversion Shares (as hereinafter defined) upon the
terms and conditions set forth below;
NOW, THEREFORE, in consideration of the promises and the
representations, warranties and agreements herein contained and intending to be
legally bound hereby, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:
"Certificate of Designations" shall mean the Certificate of
Designations relating to the CP Shares, the form of which is attached
as Exhibit A to the Purchase Agreement.
"Demand Party" shall mean any Holder or Holders; provided,
that to be a Demand Party, a Holder or Holders must either individually
or in the aggregate with all other Holders with whom or on whose behalf
it is acting to demand registration own not less than 25% of the class
of Registrable Securities in respect of which such demand for
registration is being made.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute then in effect, and a
reference to a particular section thereof shall be deemed to include a
reference to the comparable section, if any, of any such similar
federal statute.
<PAGE>
"Holder" shall mean Fleet Boston and any Permitted Transferee
which is or becomes the beneficial owner of Registrable Securities.
"NFB Conversion Shares" shall mean the shares of Common Stock,
which are issuable from time to time upon conversion of the CP Shares
in accordance with the Certificate of Designations.
"Permitted Transferee" shall mean any Affiliate (as defined in
the Purchase Agreement) of any Holder.
"Person" shall mean any individual, partnership, joint
venture, corporation, trust, unincorporated organization or government
or any department or agency thereof.
"Registrable Securities" shall mean any Rights, any shares of
Stock, and any securities which may be issued or distributed in respect
thereof by way of stock dividend or stock split or other distribution,
recapitalization or reclassification. Any particular Registrable
Securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale by the Holder of such
securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such
registration statement, (ii) they shall have been distributed to the
public pursuant to Rule 144 (or any successor provision) under the
Securities Act, (iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and, in the written opinion of
counsel to the Company of recognized national standing, subsequent
disposition of them shall not require registration or qualification of
them under the Securities Act or any state securities or blue sky law
then in force, or (iv) they shall have ceased to be outstanding.
"Registrant" shall mean the Company.
"Registration Expenses" shall mean any and all expenses
incident to performance of or compliance with this Agreement,
including, without limitation, (i) all SEC and stock exchange or
National Association of Securities Dealers, Inc. ("NASD") registration
and filing fees (including, if applicable, the fees and expenses of any
"qualified independent underwriter" as such term is defined in Schedule
E to the By-laws of the NASD, and of counsel to such qualified
independent underwriter), (ii) all fees and expenses of complying with
securities or blue sky laws (including fees and disbursements of
counsel for the underwriters in connection with blue sky qualifications
of the Registrable Securities), (iii) all printing, messenger and
delivery expenses, (iv) all fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities
exchange pursuant to clause (viii) of Section 4 hereof and all rating
agency fees, (v) the fees and disbursements of counsel for the
Registrant and of its independent public accountants, including the
expenses of any special audits and/or "cold comfort" letters required
by or
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<PAGE>
incident to such performance and compliance, (vi) the fees and
disbursements of counsel selected pursuant to Section 7 hereof by the
Holders of the Registrable Securities being registered to represent
such Holders in connection with each such registration, (vii) any fees
and disbursements of underwriters customarily paid by the issuers or
sellers of securities, and the fees and expenses of any special experts
retained in connection with the requested registration, but excluding
underwriting discounts and commissions and transfer taxes, if any, in
respect of the Registrable Securities, and (viii) other reasonable
out-of-pocket expenses of Holders (provided that such expenses shall
not include expenses of counsel other than those provided for in clause
(vi) above).
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute then in effect, and a reference
to a particular section thereof shall be deemed to include a reference
to the comparable section, if any, of any such similar federal statute.
"SEC" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act or
the Exchange Act.
"Stock" shall mean the CP Shares, the NFB Conversion Shares,
and the Rights Shares.
2. Incidental Registrations.
(a) Right to Include Registrable Securities. If the Registrant
at any time after the date hereof proposes to register any of its shares of
common stock (which term shall not include convertible debt or convertible
preferred stock) under the Securities Act (other than a registration on Form S-4
or S-8, or any successor or other forms promulgated for similar purposes),
whether or not for sale for its own account, the Registrant will at each such
time, give prompt written notice to all Holders of Registrable Securities of its
intention to do so and of such Holders' rights under this Section 2. Upon the
written request of any Holder receiving such notice made within 15 days after
the receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such Holder), the Registrant will use
all reasonable efforts to effect the registration under the Securities Act of
all Registrable Securities of the same class as are being registered and which
the Registrant has been so requested to register by the Holders thereof, to the
extent requisite to permit the disposition of the Registrable Securities to be
so registered; provided, that (i) if, at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the
Registrant shall determine for any reason not to proceed with the proposed
registration of the securities to be sold by it, the Registrant may, at its
election, give written notice of such determination to each Holder of
Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection
therewith), and (ii) if such registration involves an underwritten offering of
securities of the same class as the
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<PAGE>
Registrable Securities to be included in such registration, all Holders of
Registrable Securities requesting to be included in such registration must sell
their Registrable Securities to the underwriters selected by the Registrant on
the same terms and conditions as apply to the Registrant with such differences,
including any with respect to indemnification and liability insurance, as may be
customary or appropriate in combined primary and secondary offerings. If a
registration requested pursuant to this Section 2(a) involves an underwritten
public offering, any Holder of Registrable Securities requesting to be included
in such registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration and shall have no
liability with respect to any such withdrawal. No registration effected under
this Section 2(a) shall relieve the Registrant of its obligation to effect any
registration upon request under Section 3(a) except as provided in such Section
3(g).
(b) Expenses. The Registrant will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 2.
(c) Priority in Incidental Registrations. If a registration
pursuant to this Section 2 involves an underwritten offering and the managing
underwriter advises the Registrant in writing that, in its opinion, the number
and kind of securities requested to be included in such registration exceeds
the number and kind which can be sold in such offering, so as to be likely to
have a material adverse effect on the price, timing or distribution of the
securities offered in such offering as contemplated by the Registrant (other
than the Registrable Securities), then the Registrant will include in such
registration securities all of the securities the Registrant proposes to sell
("Registrant Securities") plus such number and kind of Registrable Securities
requested to be included in such registration by the selling Holder which, in
the opinion of such managing underwriter, can be sold without having the adverse
effect referred to above. The Registrable Securities to be included in such
registration shall be allocated pro rata among all requesting Holders on the
basis of the relative number of shares of Registrable Securities then held by
each such Holder (provided that any shares thereby allocated to any such Holder
that exceed such Holder's request will be reallocated among the remaining
requesting Holders in like manner). In the event the Registrant is faced with a
conflict between its obligations under this Section 2 and pre-existing
obligations to persons who are not Holders hereunder with respect to the
priority of securities to be included in a registration pursuant to this Section
2, the Registrant shall at such time endeavor to arrange with the Holder or
Holders and such other persons to fairly allocate the shares of such securities
to be sold by it, such Holder or Holders and such other persons pursuant to such
registration; provided, that, if a registration pursuant to this Section 2 is
effected pursuant to the demand registration rights of a third party with whom
the Company has a contractual obligation, the number and kinds of securities
requested to be included by such third party shall first be included in such
registration and the number and kind of securities requested to be included by
the Holders, the Company and any other persons entitled to sell securities
pursuant to such registration shall then be included on a pro rata basis.
4
<PAGE>
3. Registration on Request.
(a) Request by the Demand Party. At any time upon the written
request of the Demand Party requesting that the Registrant effect the
registration under the Securities Act of all or part of such Demand Party's
Registrable Securities (such amount to equal at least 25% of the total number of
Registrable Securities held by such Demand Party of the class in respect of
which such demand for registration is being made) and specifying the amount and
intended method of disposition thereof, the Registrant will promptly give
written notice of such requested registration to all other Holders of
Registrable Securities of the same class as the securities requested to be
registered, and thereupon will, as expeditiously as possible, use all reasonable
efforts to effect the registration under the Securities Act (including by means
of a shelf registration pursuant to Rule 415 under the Securities Act if so
requested by the Demand Party and if the Registrant is then eligible to use such
registration) of:
(i) the Registrable Securities which the Registrant has been
so requested to register by the Demand Party; and
(ii) all other Registrable Securities of the same class as the
securities requested to be registered which the Registrant has been
requested to register by any other Holder thereof by written request
given to the Registrant within 15 days after the giving of such written
notice by the Registrant (which request shall specify the amount and
intended method of disposition of such Registrable Securities),
all to the extent necessary to permit the disposition (in accordance with the
intended method thereof as aforesaid) of the Registrable Securities so to be
registered; provided, that notwithstanding anything to the contrary contained
herein, the Registrant shall not be obligated to effect such registration under
this Section 3(a) with respect to the Rights or the CP Shares until the date
that is one year from the date of this Agreement; provided further that, if with
respect to a registration under this Section 3(a), the SEC, the Securities Act
or the rules and regulations thereunder, or the form on which the registration
statement is to be filed, would require the conduct of an audit other than the
regular annual audit conducted by the Registrant, the filing of the registration
statement may be delayed until the completion of such regular audit (unless the
Holders of the Registrable Securities to be registered agree to pay the expenses
of the Registrant in connection with such an audit other than the regular
audit).
(b) Expenses. The Registrant will pay all Registration
Expenses in connection with the registrations of Registrable Securities pursuant
to Section 3(a).
(c) Effective Registration Statement. A registration pursuant
to this Section 3 will not be deemed to have been effected unless it has become
effective; provided, that, if within 180 days after it has become effective, the
offering of Registrable Securities pursuant to such registration is interfered
with by any stop order, injunction or other order or requirement of the
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<PAGE>
SEC or other governmental agency or court, such registration will be deemed not
to have been effected.
(d) Selection of Underwriters. If a registration pursuant to
this Section 3 involves an underwritten offering, the Holders of a majority of
the class of shares of Registrable Securities to be so registered which are held
by Holders shall have the right to select the investment banker or bankers and
managers to administer the offering.
(e) Priority in Requested Registrations. If a registration
pursuant to this Section 3 involves an underwritten offering and the managing
underwriter advises the Registrant in writing that, in its opinion, the number
of securities requested to be included in such registration (including
securities of the Registrant which are not Registrable Securities ("Additional
Securities")) exceeds the number which can be sold in such offering, the
Registrant will include in such registration (i) first, 100% of the Registrable
Securities requested to be included in such registration and (ii) second, such
Additional Securities, if any, which, in the opinion of such managing
underwriter, can also be sold in such offering. If the number of Registrable
Securities requested to be included in such registration exceeds the number
which, in the opinion of such managing underwriter, can be sold, the number of
such Registrable Securities to be included in such registration shall be
allocated pro rata among all requesting Holders on the basis of the relative
number of shares of Registrable Securities then held by each such Holder
(provided that any shares thereby allocated to any such Holder that exceed such
Holder's request shall be reallocated among the remaining requesting Holders in
like manner). If the number of Registrable Securities requested to be included
in such registration is less than the number which, in the opinion of the
managing underwriter, can be sold, the Registrant may include in such
registration the securities the Registrant proposes to sell up to the number of
securities that, in the opinion of the underwriter, can be sold.
(f) No Inconsistent Agreements. The Registrant will not enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement.
(g) Limitations on Demand. Notwithstanding anything in this
Section 3 to the contrary, (i) the Registrant will not be required to effect a
registration of Registrable Securities pursuant to this Section 3 if it shall
have delivered to the Demand Party a written opinion of counsel to the
Registrant of recognized national standing to the effect that the disposition of
Registrable Securities shall not require registration or qualification of them
under the Securities Act or any state securities or blue sky law then in force,
(ii) in no event will the Registrant be required to effect more than two
registrations pursuant to this Section 3 prior to the fifth anniversary of the
date of original issuance of the CP Shares and no more than two registrations
(the "Permitted Registrations") in any subsequent five-year period, provided
that in the event the Holders request less than two registrations pursuant to
this Section 3 in any five-year period described above, then such registrations
may be requested in any subsequent five-year period in addition to the Permitted
Registrations in such subsequent period, and (iii) in no event shall the
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<PAGE>
Registrant be required to effect more than one registration pursuant to this
Section 3 during any 12-month period or to effect any registration pursuant to
this Section 3 within six months after the effective date of any registration
statement under which any Holder registered Registrable Securities pursuant to
Section 2 of this Agreement. The Registrant shall not be obligated to effect a
registration pursuant to this Section 3, or file any amendment or supplement
thereto, and may suspend the sellers' rights to make sales pursuant to an
effective registration statement pursuant to this Section 3, at any time when
the Registrant, in the good faith judgment of its Board of Directors, reasonably
believes that the filing thereof at the time requested, or the offering of
securities pursuant thereto, would adversely affect a pending or proposed
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction, or negotiations, discussions or pending proposals with respect
thereto. The filing of a registration statement pursuant to this Section 3, or
any amendment or supplement thereto, by the Registrant cannot be deferred, and
the sellers' rights to make sales pursuant to an effective registration pursuant
to this Section 3 cannot be suspended, pursuant to the provisions of the
preceding sentence for more than fifteen days after the abandonment or
consummation of any of the foregoing proposals or transactions or, in any event,
for more than 90 days after the date of the Board's determination referenced in
the preceding sentence, and the Registrant shall be entitled to only one such
deferral or suspension in any 12 month period. If the Registrant suspends the
sellers' right to make sales pursuant to this subparagraph, the applicable
registration period shall be extended by the number of days of such suspension.
4. Registration Procedures. If and whenever the Registrant is
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this Agreement,
the Registrant will, as expeditiously as possible:
(i) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective and to remain
continuously effective for a period of not less than 180 days following
the date on which such registration statement is declared effective,
provided, however, that the Registrant shall have no obligation to
maintain the effectiveness of such registration statement after the
sale of all stock registered thereunder;
(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 180 days and to
comply with the provisions of the Securities Act, the Exchange Act and
the rules and regulations of the SEC thereunder with respect to the
disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement; provided, that before filing a registration
statement or prospectus, or any amendments or supplements thereto, the
Registrant will furnish to counsel selected pursuant to Section 7
hereof by the Holders of the Registrable Securities covered by such
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<PAGE>
registration statement to represent such Holders, copies of all
documents proposed to be filed, which documents will be subject to the
review of such counsel;
(iii) furnish to each selling Holder of such Registrable
Securities such numbers of copies of such registration statement and of
each amendment and supplement thereto (in each case including all
exhibits filed therewith, including any documents incorporated by
reference), such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus and
summary prospectus and any other prospectus filed under Rule 424 under
the Securities Act), in conformity with the requirements of the
Securities Act, and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable
Securities by such Holder;
(iv) use all reasonable efforts to register or qualify such
Registrable Securities covered by such registration under the blue sky
laws of such jurisdictions as each selling Holder shall reasonably
request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities
owned by such Holder, except that the Registrant shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction where, but for the requirements of this
clause (iv), it would not be obligated to be so qualified, to subject
itself to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;
(v) use all reasonable efforts to cause such Registrable
Securities covered by such registration statement to be registered with
or approved by such other governmental agencies or authorities as may
be necessary to enable the selling Holder or Holders thereof to
consummate the disposition of such Registrable Securities;
(vi) notify each selling Holder of any such Registrable
Securities covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act within the appropriate period mentioned in clause (ii)
of this Section 4, of the Registrant's becoming aware that the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances
then existing, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of an amended or
supplemental prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
prospectus shall not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of
the circumstances then existing;
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<PAGE>
(vii) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than
eighteen months) after the effective date of the registration
statement, an earnings statement which shall satisfy the provision of
Section 11(a) of the Securities Act and the rules and regulations
promulgated thereunder;
(viii) use its best efforts to list such Registrable
Securities on any securities exchange on which shares of the same class
or series as the Registrable Securities are then listed, if such
Registrable Securities are not already so listed and if such listing is
then permitted under the rules of such exchange, and to provide a
transfer agent and registrar for such Registrable Securities covered by
such registration statement not later than the effective date of such
registration statement;
(ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions
as Holders of a majority of shares of such Registrable Securities
covered by the registration statement or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition
of such Registrable Securities;
(x) obtain a "cold comfort" letter or letters from the
Registrant's independent public accountants in customary form and
covering matters of the type customarily covered by "cold comfort"
letters as the Holder or Holders of a majority of shares of such
Registrable Securities covered by the registration statement shall
reasonably request;
(xi) make available for inspection by any Holder of such
Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant
to such registration statement and by any attorney, accountant or other
agent retained by any such Holder or any such underwriter, all
pertinent financial and other records, pertinent corporate documents
and properties of the Registrant, and cause all of the Registrant's
officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney, accountant or
agent in connection with such registration statement;
(xii) notify counsel (selected pursuant to Section 7 hereof)
for the Holders of Registrable Securities included in such registration
statement and the managing underwriter or agent, immediately, and
confirm the notice in writing (i) when the registration statement, or
any post-effective amendment to the registration statement, shall have
become effective, or any supplement to the prospectus or any amendment
prospectus shall have been filed, (ii) of the receipt of any comments
from the SEC, (iii) of any request of the SEC to amend the registration
statement or amend or supplement the prospectus or for additional
information and (iv) of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement or of any
order preventing or suspending the use of any preliminary prospectus,
or of the suspension of the qualifica-
9
<PAGE>
tion of the registration statement for offering or sale in any
jurisdiction, or of the institution or threatening of any proceedings
for any of such purposes;
(xiii) make every reasonable effort to prevent the issuance of
any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any
preliminary prospectus and, if any such order is issued, to obtain the
withdrawal of any such order at the earliest possible moment;
(xiv) if requested by the managing underwriter or agent or any
Holder of Registrable Securities covered by the registration statement,
promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or agent or such
Holder reasonably requests to be included therein, including, without
limitation, with respect to the number of Registrable Securities being
sold by such Holder to such underwriter or agent, the purchase price
being paid therefor by such underwriter or agent and with respect to
any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering; and make all required filings
of such prospectus supplement or post-effective amendment as soon as
practicable after being notified of the matters incorporated in such
prospectus supplement or post-effective amendment;
(xv) cooperate with the Holders of Registrable Securities
covered by the registration statement and the managing underwriter or
agent, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing
securities to be sold under the registration statement, and enable such
securities to be in such denominations and registered in such names as
the managing underwriter or agent, if any, or such Holders may request;
(xvi) obtain for delivery to the underwriter or agent an
opinion or opinions from counsel for the Registrant in customary form
and in form, substance and scope reasonably satisfactory to such
Holders, underwriters or agents and their counsel; and
(xvii) cooperate with each seller of Registrable Securities
and each underwriter or agent participating in the disposition of such
Registrable Securities and their respective counsel in connection with
any filings required to be made with the NASD.
The Registrant may require each Holder of Registrable
Securities as to which any registration is being effected to furnish the
Registrant with such information regarding such Holder and pertinent to the
disclosure requirements relating to the registration and the distribution of
such securities as the Registrant may from time to time reasonably request in
writing and to enter into such agreements, including customary underwriting
agreements, as may be reasonably necessary to effect the registration and sale
of the Registrable Securities.
10
<PAGE>
Each Holder of Registrable Securities agrees that, upon
receipt of any notice from the Registrant of the happening of any event of the
kind described in clause (vi) of this Section 4, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by clause (vi)
of this Section 4, and, if so directed by the Registrant, such Holder will
deliver to the Registrant (at the Registrant's expense) all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Registrant shall give any such notice, the period
mentioned in clause (ii) of this Section 4 shall be extended by the number of
days during the period from and including the date of the giving of such notice
pursuant to clause (vi) of this Section 4 and including the date when each
seller of Registrable Securities covered by such registration statement shall
have received the copies of the supplemented or amended prospectus contemplated
by clause (vi) of this Section 4.
5. Indemnification.
(a) Indemnification by the Registrant. In the event of any
registration of any securities of the Registrant under the Securities Act
pursuant to Sections 2 or 3, the Registrant will, and it hereby does, indemnify
and hold harmless, to the extent permitted by law, the Holder of any Registrable
Securities covered by such registration statement, each affiliate of such Holder
and their respective directors and officers or general and limited partners
(including any director, officer, affiliate, employee, agent and controlling
Person of any of the foregoing), each other Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such Holder, such affiliate or any such underwriter within the
meaning of the Securities Act (collectively, the "Indemnified Parties"), against
any and all losses, claims, damages or liabilities, joint or several, and
expenses (including reasonable attorney's fees and reasonable expenses of
investigation) to which such Indemnified Party may become subject under the
Securities Act, common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof, whether or not
such Indemnified Party is a party thereto) arise out of or are based upon (a)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such securities were registered under
the Securities Act, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement thereto, or (b) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in light
of the circumstances under which they were made) not misleading, and the
Registrant will reimburse such Indemnified Party for any legal or any other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, liability, action or proceeding; provided that the
Registrant shall not be liable to any Indemnified Party in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement or amendment or supplement thereto or in any such
preliminary, final or summary
11
<PAGE>
prospectus in reliance upon and in conformity with information furnished to the
Registrant in writing by such Holder or any representative of such Holder
specifically for use in the preparation thereof. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Holder or any Indemnified Party and shall survive the transfer of such
securities by such Holder.
(b) Indemnification by the Holders. The Registrant may
require, as a condition to including any Registrable Securities in any
registration statement filed in accordance with Section 4 herein, that the
Registrant shall have received an undertaking reasonably satisfactory to it from
the prospective selling Holder of such Registrable Securities or any underwriter
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 5) the Registrant with respect to any
statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in conformity with
information provided to the Registrant in writing by such selling Holder or
underwriter or any of their respective representatives specifically for use in
the preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement, or a document incorporated by reference
into any of the foregoing. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Registrant, or any
of its respective affiliates, directors, officers or controlling Persons and
shall survive the transfer of such securities by such selling Holder. In no
event shall the liability of any selling Holder of Registrable Securities
hereunder be greater in amount than the dollar amount of the proceeds received
by such selling Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.
(c) Notice of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided, that the failure of the
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 5, except to the extent the indemnifying party is actually prejudiced
by such failure. In case any such action is brought against an indemnified
party, unless in the written opinion of such indemnified party's counsel a
conflict of interest between such indemnified party and indemnifying parties may
exist in respect of such claim, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party will consent to entry of any judgment or
enter into any
12
<PAGE>
settlement which does not include as an unconditional term thereof, the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.
(d) Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 5 (with appropriate
modifications) shall be given by the Registrant and each selling Holder of
Registrable Securities with respect to any required registration or other
qualification of securities under any federal or state law or regulation or
governmental authority other than the Securities Act.
(e) Contribution. If for any reason the indemnification
provided for in this Section 5 is unavailable to an indemnified party or is
insufficient to hold it harmless as contemplated by this Section 5, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party an a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the indemnified party and the indemnifying party, but also the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations; provided that in no event shall the liability
of any Holder for such contribution and indemnification exceed, in the
aggregate, the dollar amount of the proceeds received by such Holder upon the
sale of Registrable Securities giving rise to such indemnification and
contribution obligation.
(f) Non-Exclusivity. The obligations of the parties under this
Section 5 shall be in addition to any liability which any party may otherwise
have to any other party.
6. Rule 144 and Rule 144A. If the Registrant shall have filed
a registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act, the Registrant covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder (or, if the Registrant is not
required to file such reports, it will, upon the request of any Holder of
Registrable Securities, make publicly available such information), and it will
take such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell shares of Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 or Rule
144A under the Securities Act, as such Rules may be amended from time to time,
or (ii) any similar rules or regulations hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Registrant will deliver to
such Holder a written statement as to whether it has complied with such
requirements.
7. Selection of Counsel.
In connection with any registration of Registrable Securities
pursuant to Sections 2 and 3 hereof, the Holders of a majority of the
Registrable Securities covered by any such
13
<PAGE>
registration, voting by class, may select one counsel to represent all Holders
of Registrable Securities covered by such registration; provided, however, that
in the event that the counsel selected as provided above is also acting as
counsel to the Registrant in connection with such registration, the remaining
Holders shall be entitled to select one additional counsel to represent all such
remaining Holders.
8. Miscellaneous.
(a) Holdback Agreement. If any registration shall be in
connection with an underwritten public offering, each Holder of Registrable
Securities agrees not to effect any public sale or distribution, including any
sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any equity
securities of the Registrant, or of any security convertible into or
exchangeable or exercisable for any equity security of the Registrant (in each
case, other than as part of such underwritten public offering), within 30 days
before or 60 days (or such lesser period as the managing underwriters may permit
or permit any other holders of Securities included in such registration) after
the effective date of such registration (except as part of such registration),
and the Registrant hereby also so agrees and agrees to request and make good
faith efforts to persuade each other holder of any equity security, or of any
security convertible into or exchangeable or exercisable for any equity
security, of the Registrant purchased from the Registrant (at any time other
than in a public offering) to so agree.
(b) Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the
Holders of a majority of the Registrable Securities then outstanding, voting by
class; provided, however, that no amendment, waiver or consent to the departure
from the terms and provisions of this Agreement that is adverse to Fleet Boston
or any of its successors and assigns shall be effective as against any such
Person for so long as such Person holds any Registrable Securities unless
consented to in writing by such Person. Each Holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any consent
authorized by this Section 8(b), whether or not such Registrable Securities
shall have been marked to indicate such consent.
(c) Successors, Assigns and Transferees. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent Holder of any Registrable
Securities, subject to the provisions contained herein.
(d) Notices. All notices and other communications provided for
hereunder shall be in writing and shall be sent by first class mail, telex,
telecopier or hand delivery:
14
<PAGE>
(i) if to the Company, to:
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Attention: Chief Financial Officer
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: William S. Rubenstein, Esq.
(ii) if to Fleet Boston, to:
Fleet Boston Corporation
One Federal Street
Boston, Massachusetts 02110
Attention: Chief Financial Officer
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attention: Robert L. Tortoriello, Esq.
(iii) if to any other Holder of Registrable Securities, to the
address of such other Holder as shown in the stock record book
of the Registrant, or to such other address as any of the
above shall have designated in writing to all of the other
above.
All notices shall be effective when received.
(e) Descriptive Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(f) Severability. If any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof
15
<PAGE>
shall not be in any way impaired, it being intended that all rights, powers and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.
(g) Counterparts. This Agreement may be executed in one or
more counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
(h) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed therein.
(i) Specific Performance. The parties hereto acknowledge and
agree that irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, it is agreed that the parties hereto shall be
entitled to an injunction or injunctions, to prevent breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction in the United States or any state thereof,
in addition to any other remedy to which such parties may be entitled at law or
equity.
16
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused this
Registration Rights Agreement to be executed on its behalf as of the date first
written above.
NORTH FORK BANCORPORATION, INC.
By: __________________________
Name:
Title:
FLEET BOSTON CORPORATION
By: __________________________
Name:
Title:
17
<PAGE>
EXHIBIT D
BRANCH PURCHASE AND ASSUMPTION TERM SHEET
o Annex 1: Schedule of branches to be sold
o Premium / Purchase Price
- Cash premium of 8% of deposits at closing
- Loans transferred at fair market value (rate and credit)
- ATMs transferred at book value
- Plug with cash or securities at fair market value
- CRA investments remain with transferor
- Derivatives associated with specific assets or liabilities transferred
at fair market value
- Fixed assets transferred at book value
- Property (includes leasehold improvements)
- Purchase at average of book value and fair market value
- Transferee assumes contingent or contractual liabilities related to
the deposits, loans, property and facilities transferred
o Definition of deposits and loans to be transferred to be based on overall
relationships
- Relationships (majority of $ value of deposits & loans)
- Loans (CRE, C&I, consumer, mortgage) and collateral
- Best efforts to transfer IRA and Keogh deposits and safe deposit boxes
o Indemnification
- Liability cap of 10% of premium
- Basket of 15% of cap
- Survival: 12 months
- Indemnification to relate to (i) representations, warranties and
covenants, and (ii) liabilities not assumed; indemnification not to
relate to, property, facilities or operations of Dime prior to
acquisition by transferor
o Employment
- Offers to current Dime employees employed at branches (same salary and
participation in transferee benefit plans)
<PAGE>
- Severance responsibility to transferee
- No solicitation by transferor or transferee of employees at the
other's Dime branches for one year
- Transferor not to relocate or transfer employees from branches to be
sold prior to closing
o Lease consents
- Transferee must obtain (shared expense)
o Expenses
- Each party pays its own expenses
o MAC Clause
- None
o Representations and Warranties
- Deposits (yes)
- Loans (yes)
- Facilities (no)
- Other customary representations (yes)
o Transferee communication with employees, customers
- Same access as transferor
o Closing
- Transferee must close by later of (i) 120 days after close of
transferor acquisition of Dime and (ii) receipt of regulatory
approvals (and expiration of waiting period)
- Transferee pays servicing fee from and after 120th day after
transferor acquisition of Dime
- N.Y. State transfer taxes shared equally
o Ordinary course operations covenant
o Purchase price allocation to be mutually agreed
2
<PAGE>
EXHIBIT E
CONDITIONS TO OFFER
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.
(1) there being validly tendered and not withdrawn prior to the
expiration of the Offer that number of shares of Dime Common
Stock which, together with the shares of Dime Common Stock
beneficially owned by the Company for its own account,
constitutes a majority of the shares of Dime Common Stock
outstanding on a fully diluted basis;
(2) the stockholders of Dime not having approved and adopted the
Dime Merger Agreement in satisfaction of Section 251 of the
DGCL;
(3) the Company being satisfied, in its sole judgment, that the
Dime Merger Agreement has been validly terminated, and Dime
having entered into a definitive merger agreement with the
Company to provide for the acquisition of Dime pursuant to the
Offer and the Proposed Dime Merger;
(4) approval of the issuance of shares of Common Stock pursuant to
the Offer by the requisite vote of holders of Common Stock
under applicable NYSE rules;
(5) the Company being satisfied, in its sole judgment, that the
Dime Stockholder Protection Rights Plan is inapplicable to the
Offer and the Proposed Dime Merger;
(6) the Company being satisfied, in its sole judgment, that the
provisions of Section 203 of the DGCL are inapplicable to the
Offer and the Proposed Dime Merger;
(7) all regulatory approvals required to consummate the Offer and
the Proposed Dime Merger having been obtained and remaining in
full force and effect without the imposition of any condition
or restriction that would be materially adverse to the Company
and Dime on a
<PAGE>
combined basis, and all statutory waiting periods in respect
thereof having expired;
(8) the termination of the Stock Option Agreement, dated as of
September 16, 1999 between Hudson and Dime and the surrender
to Dime of the option issued by Dime to Hudson thereunder for
an amount not to exceed $50 million in cash;
(9) Dime not having entered into or effectuated any agreement or
transaction with any person or entity having the effect of
impairing the Company's ability to acquire Dime or otherwise
diminishing the expected economic value to the Company of the
acquisition of Dime;
(10) the shares of Common Stock which shall be issued to Dime
stockholders in the Offer and the Proposed Dime Merger have
been authorized for listing on the NYSE, subject to official
notice of issuance;
(11) the registration statement covering the shares to be issued in
the Offer 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 the Company shall have received all necessary
state securities law or "blue sky" authorizations;
(12) 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 the prospectus
relating to the Offer shall be in effect; no statute, rule,
regulation, order, injunction or decree shall have been
enacted, entered, promulgated or enforced by any Governmental
Entity which prohibits, restricts or makes illegal the
consummation of the Offer or the Proposed Dime Merger;
(13) there shall not be pending any suit, action or proceeding by
any Governmental Entity (a) challenging the Offer, seeking to
restrain or prohibit the consummation of the Offer or seeking
to obtain from Dime or the Company any damages that are
material in relation to
2
<PAGE>
Dime and its subsidiaries taken as a whole, (b) seeking to
prohibit or limit the ownership or operation by Dime or the
Company or any of the Company's subsidiaries of any material
portion of the business or assets of Dime or the Company or
any of the Company's subsidiaries or to compel Dime or the
Company or any of the Company's subsid iaries, to dispose of
or hold separate any material portion of the business or
assets of Dime or the Company or any of the Company's
subsidiaries, as a result of the Offer, (c) seeking to
prohibit the Company from effectively controlling in any
material respect the business or operations of Dime or (d)
which otherwise is reasonably likely to have a material
adverse effect on the Company or Dime;
(14) the representations and warranties of Dime in the Dime Merger
Agreement shall be true and correct (without giving effect to
any qualification as to "materiality" or "Material Adverse
Effect" set forth therein) as of the date of the prospectus
relating to the Offer and as of the expiration date of the
Offer as though made on and as of the date of such prospectus
and such expiration date except where the failure of such
representations and warranties to be so true and correct would
not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on Dime.
3
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
in this Registration Statement on Form S-4 of North Fork
Bancorporation, Inc. of our report dated July 21, 1999 included in North Fork
Bancorporation, Inc.'s Form 8-K dated December 29,1999 and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
- -------------------------
Arthur Andersen LLP
New York, New York
March 13, 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 of North Fork
Bancorporation, Inc., dated March 14, 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 13, 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 of North Fork
Bancorporation, Inc., dated March 14, 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 shareholders' 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 13, 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 of North Fork Bancorporation, Inc., dated March 14, 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 13, 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 of North Fork Bancorporation, Inc., dated March 14, 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 13, 2000
<PAGE>
LETTER OF TRANSMITTAL
TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK 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
PURSUANT TO THE PROSPECTUS
DATED MARCH 14, 2000
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Exchange Agent for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight, Certified or
First Chicago Trust First Chicago Trust Express Mail Delivery:
Company of New York Company of New York First Chicago Trust
Attention: Attention: Company of New York
Corporate Actions Corporate Actions Attention:
Suite 4660 c/o Securities Transfer & Corporate Actions
P.O. Box 2569 Reporting Services Inc. 525 Washington Blvd.
Jersey City, NJ 07303-2569 100 William Street, Galleria Jersey City, NJ 07310
New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE W-9 FORM PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of Dime Bancorp,
Inc. if certificates for Dime Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Dime Shares is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company (the"Book-Entry Transfer Facility"), pursuant to the procedures set
forth under "The Offer--Procedure for Tendering" in the Prospectus.
STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE DIME RIGHT (AS SUCH TERM IS DEFINED
BELOW) FOR EACH SHARE OF DIME COMMON STOCK TENDERED IN ORDER TO EFFECT A VALID
TENDER OF SHARES OF DIME COMMON STOCK. UNLESS THE DIME DISTRIBUTION DATE (AS
DEFINED IN THE PROSPECTUS) OCCURS, A TENDER OF SHARES OF DIME COMMON STOCK WILL
CONSTITUTE A TENDER OF THE ASSOCIATED DIME RIGHTS. Stockholders who deliver
Dime Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders" and other stockholders who deliver Dime Shares are referred to
herein as "Certificate Stockholders."
Stockholders whose certificates for Dime Shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Exchange Agent on or prior to the Expiration Date (as
defined in the
<PAGE>
Prospectus), or who cannot comply with the book-entry transfer procedures on a
timely basis, may nevertheless tender their Dime Shares according to the
guaranteed delivery procedures set forth under "The Offer--Procedure for
Tendering" in the Prospectus. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT
FOR THIS OFFER (AS DEFINED HEREIN).
[ ] CHECK HERE IF DIME SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ---------------------------------------------
DTC Account Number: --------------------------------------------------------
Transaction Code Number: ---------------------------------------------------
[ ] CHECK HERE IF TENDERED DIME SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s): --------------------------------------------
Window Ticket Number (if any): ---------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ------------------------
Name of Institution which Guaranteed Delivery: -----------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
<S> <C>
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Shares Tendered
appear(s) on Share certificate(s)) (Attach signed list if necessary)
Total Number
of Shares
Represented by Number of
Certificate Share Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
Total Shares
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by Share certificates delivered to the Exchange Agent are being tendered
hereby. See Instruction 4.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION OF RIGHTS TENDERED
<S> <C>
Name(s) and Address(es) of Registered Holder(s) Rights Certificate(s) Tendered(1)
(Please fill in, if blank) (Attach additional list if necessary)
Total Number
of Rights Number of
Certificate Represented by Rights
Number(s)(2) Certificate(s)(2) Tendered(3)
Total Rights
(1) If the tendered Rights are represented by separate Rights Certificates,
provide the certificate numbers of such Rights Certificates. Shareholders
tendering Rights which are not represented by separate certificates will
need to submit an additional Letter of Transmittal if Rights Certificates
are distributed.
(2) Need not be completed by shareholders tendering by book-entry transfer.
(3) Unless otherwise indicated, it will be assumed that all Rights being
delivered to the Exchange Agent are being tendered. See Instruction 4.
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby delivers to North Fork Bancorporation, Inc., a
Delaware corporation ("North Fork"), the above-described shares of common
stock, par value $0.01 per share (the "Common Stock"), and the associated
preferred stock purchase rights (the "Rights" and, together with the Common
Stock, the "Dime Shares"), of Dime Bancorp, Inc., a Delaware corporation
("Dime"), pursuant to North Fork's offer to exchange 0.9302 shares of common
stock, par value $0.01 per share, of North Fork ("North Fork Common Shares")
plus $2.00 net to the seller in cash for each outstanding Dime Share, without
interest thereon upon the terms and subject to the conditions set forth in the
Prospectus, dated March 14, 2000 (the "Prospectus"), receipt of which is hereby
acknowledged, and this Letter of Transmittal (which, together with the
Prospectus and any amendments or supplements hereto or thereto, collectively
constitute the "Offer"). The undersigned understands that North Fork reserves
the right to transfer or assign, in whole at any time, or in part from time to
time, to one or more of its affiliates, the right to purchase all or any
portion of the Dime Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve North Fork of its obligations under the
Offer and will in no way prejudice the rights of tendering stockholders to
receive North Fork Common Shares and cash for Dime Shares validly tendered and
accepted for exchange pursuant to the Offer. Receipt of the Offer is hereby
acknowledged. Unless the context otherwise requires and unless and until the
Rights are redeemed, all references to the Dime Shares shall include the
associated Rights.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment),
subject to, and effective upon, acceptance of the Dime Shares tendered herewith
in accordance with the terms of the Offer, the undersigned hereby sells,
assigns and transfers to, or upon the order of, North Fork, all right, title
and interest in and to all of the Dime Shares that are being tendered hereby
(and any and all non-cash dividends, distributions, rights, other Dime Shares
or other securities issued or issuable in respect thereof on or after April 14,
2000 (collectively, "Distributions")) and irrevocably constitutes and appoints
the Exchange Agent the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Dime Shares (and all Distributions), with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (i) deliver certificates for such Dime
Shares (and any and all Distributions), or transfer ownership of such Dime
Shares (and any and all Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of North Fork,
(ii) present such Dime Shares (and any and all Distributions) for transfer on
the books of Dime, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Dime Shares (and any and all
Distributions), all in accordance with the terms of the Offer.
THE UNDERSIGNED UNDERSTANDS THAT STOCKHOLDERS WILL BE REQUIRED TO TENDER
ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF DIME
SHARES,
3
<PAGE>
UNLESS THE RIGHTS PLAN CONDITION (AS DEFINED IN THE PROSPECTUS) HAS BEEN
SATISFIED OR WAIVED. UNLESS THE DIME DISTRIBUTION DATE (AS DEFINED IN THE
PROSPECTUS) OCCURS, A TENDER OF DIME SHARES WILL CONSTITUTE A TENDER OF THE
ASSOCIATED RIGHTS. SEE INSTRUCTION 10.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Linda Bishop and Kathleen H. Martin in their respective
capacities as employees of North Fork, and any individual who shall thereafter
succeed to any such office of North Fork, and each of them, as the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution and resubstitution, to vote at any annual or special meeting of
Dime's stockholders or any adjournment or postponement thereof or otherwise in
such manner as each such attorney-in-fact and proxy or his substitute shall in
his sole discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his substitute
shall in his sole discretion deem proper with respect to, and to otherwise act
as each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, all of the Dime Shares (and any and all
Distributions) tendered hereby and accepted for exchange by North Fork. This
appointment will be effective if and when, and only to the extent that, North
Fork accepts such Dime Shares for exchange pursuant to the Offer. This power of
attorney and proxy are irrevocable and are granted in consideration of the
acceptance for exchange of such Dime Shares in accordance with the terms of the
Offer. Such acceptance for exchange shall, without further action, revoke any
prior powers of attorney and proxies granted by the undersigned at any time
with respect to such Dime Shares (and any and all Distributions), and no
subsequent powers of attorney, proxies, consents or revocations may be given by
the undersigned with respect thereto (and, if given, will not be deemed
effective). North Fork reserves the right to require that, in order for Dime
Shares (or other Distributions) to be deemed validly tendered, immediately upon
North Fork's acceptance for exchange of such Dime Shares, North Fork must be
able to exercise full voting, consent and other rights with respect to such
Dime Shares (and any and all Distributions), including voting at any meeting of
Dime's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Dime Shares
tendered hereby and all Distributions, that the undersigned owns the Dime
Shares tendered hereby, and that when the same are accepted for exchange by
North Fork, North Fork will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or North Fork to be necessary or
desirable to complete the sale, assignment and transfer of the Dime Shares
tendered hereby and all Distributions. In addition, the undersigned shall remit
and transfer promptly to the Exchange Agent for the account of North Fork all
Distributions in respect of the Dime Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and
transfer or appropriate assurance thereof, North Fork shall be entitled to all
rights and privileges as owner of each such Distribution and may choose not to
exchange the Dime Shares tendered hereby or may reduce from the total
consideration due, the amount or value of such Distribution as determined by
North Fork in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Prospectus this tender is irrevocable.
The undersigned understands that the valid tender of Dime Shares pursuant
to any one of the procedures described in "The Offer--Procedure for Tendering"
of the Prospectus and in the Instructions hereto will constitute a binding
agreement between the undersigned and North Fork upon the terms and subject to
the conditions of the Offer (and if the Offer is extended or amended, the terms
or conditions of any such extension or amendment). The undersigned recognizes
that under certain circumstances set forth in the Prospectus, North Fork may
not be required to accept for exchange any of the Dime Shares tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the North Fork Common Shares and a check for cash (including any cash in
lieu of fractional North Fork Common Shares), and return any certificates for
Dime Shares not tendered or not accepted for exchange in the name(s) of the
registered holder(s) appearing above under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the North Fork Common Shares and a check for cash (including any
cash in lieu of fractional North Fork Common Shares) and return any
certificates for Dime Shares not tendered or not accepted for exchange (and any
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares Tendered." In
4
<PAGE>
the event that the boxes entitled "Special Issuance Instructions" and "Special
Delivery Instructions" are both completed, please issue the North Fork Common
Shares and a check for cash (including any cash in lieu of fractional North
Fork Common Shares), and issue certificates for Dime Shares not so tendered or
accepted, in the name of, and deliver said certificates and return such
certificates to, the person or persons so indicated. Unless otherwise indicated
herein in the box entitled "Special Issuance Instructions," please credit any
Dime Shares tendered herewith by book-entry transfer that are not accepted for
exchange by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that North Fork has no obligation,
pursuant to the "Special Issuance Instructions," to transfer any Dime Shares
from the name of the registered holder thereof if North Fork does not accept
for exchange any of the Dime Shares so tendered.
5
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the North Fork Common Shares and the check for cash
payable in the Offer is to be issued in name of someone other than the
undersigned, if certificates for the Dime Shares not tendered or not accepted
for exchange are to be issued in the name of someone other than the undersigned
or if Dime Shares tendered hereby and delivered by book-entry transfer that are
not accepted for exchange are to be returned by credit to an account maintained
at a Book-Entry Transfer Facility other than the account indicated above.
Issue check and the Share certificate(s) to:
Name(s) ------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Address ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit the Dime Shares delivered by book-entry transfer and not purchased to
the Book-Entry Transfer Facility account:
- --------------------------------------------------------------------------------
(ACCOUNT NUMBER)
================================================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for the Dime Shares not tendered or not
accepted for exchange and the North Fork Common Shares and the check for cash
payable in the Offer is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown under "Description of Shares
Tendered."
Mail check and the Share certificates to:
Name ---------------------------------------------------------------------------
(PLEASE PRINT)
Address ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
6
<PAGE>
IMPORTANT
STOCKHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
-------------------------------------------------------------------
-------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S)
Dated ---------- , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Share certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 5.)
Name(s) -------------------------------------------------------------
---------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm --------------------------------------------------------
Capacity (full title) -----------------------------------------------
(SEE INSTRUCTION 5)
Address -------------------------------------------------------------
---------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number ------------------------------
Taxpayer Identification or
Social Security Number ----------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY,
PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature ------------------------------------------------
Name(s) -------------------------------------------------------------
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Dime Shares) of Dime
Shares tendered herewith, unless such registered holder(s) has completed either
the box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Dime Shares
are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program (an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by stockholders of
Dime either if Dime Share certificates are to be forwarded herewith or, unless
an Agent's Message is utilized, if delivery of Dime Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in "The
Offer--Procedure for Tendering" of the Prospectus. For a stockholder to validly
tender Dime Shares pursuant to the Offer, either (a) a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof),
together with any required signature guarantees or an Agent's Message (in
connection with book-entry transfer) and any other required documents, must be
received by the Exchange Agent at one of its addresses set forth herein prior
to the Expiration Date and either (i) certificates for tendered Dime Shares
must be received by the Exchange Agent at one of such addresses prior to the
Expiration Date or (ii) Dime Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein and in "The
Offer--Procedure for Tendering" of the Prospectus and a Book-Entry Confirmation
must be received by the Exchange Agent prior to the Expiration Date or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in "The Offer--Procedure for Tendering" of the Prospectus.
Stockholders whose certificates for Dime Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent prior to the Expiration Date or who cannot
comply with the book-entry transfer procedures on a timely basis may tender
their Dime Shares by properly completing and duly executing the Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
herein and in "The Offer--Procedure for Tendering" of the Prospectus.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
North Fork, must be received by the Exchange Agent prior to the Expiration Date
and (iii) the certificates for all tendered Dime Shares, in proper form for
transfer (or a Book-Entry Confirmation with respect to all tendered Dime
Shares), 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 any other required documents must be received by the Exchange
Agent within three New York Stock Exchange, Inc. trading days after the date of
execution of such Notice of Guaranteed Delivery.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Dime Shares, that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that North
Fork may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Dime Shares
tendered hereby.
THE METHOD OF DELIVERY OF THE DIME SHARES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
THE DIME SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Dime Shares will be purchased. All tendering stockholders, by
executing this Letter of Transmittal (or a manually signed facsimile thereof),
waive any right to receive any notice of acceptance of their Dime Shares for
exchange.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Dime Shares tendered and the
Share certificate numbers with respect to such Dime Shares should be listed on
a separate signed schedule attached hereto.
8
<PAGE>
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Dime Shares evidenced by any Share
certificate delivered to the Exchange Agent herewith are to be tendered hereby,
fill in the number of Dime Shares that are to be tendered in the box entitled
"Number of Shares Tendered." In any such case, new certificate(s) for the
remainder of the Dime Shares that were evidenced by the old certificates will
be sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the Expiration
Date or the termination of the Offer. All Dime Shares represented by
certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Dime
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Dime Shares tendered hereby are held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Dime Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to North Fork of the authority of such person so
to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Dime Shares listed and transmitted hereby, no endorsements of Share
certificates or separate stock powers are required unless payment or
certificates for Dime Shares not tendered or not accepted for exchange are to
be issued in the name of a person other than the registered holder(s).
Signatures on any such Share certificates or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Dime Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, North Fork will pay all stock transfer taxes with respect to the transfer
and sale of any Dime Shares to it or its order pursuant to the Offer. If,
however, delivery of the consideration in respect of the Offer is to be made,
or (in the circumstances where permitted hereby) if certificates for Dime
Shares not tendered or not accepted for exchange are to be registered in the
name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) payable on
account of the transfer to such other person will be deducted from the overall
consideration paid unless evidence satisfactory to North Fork of the payment of
such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the Dime
Shares tendered hereby.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for North
Fork Common Shares and a check for cash (including any cash in lieu of
fractional North Fork Common Shares), and certificates for Dime Shares not
accepted for exchange or not tendered are to be issued in the name of and/or
returned to, a person other than the signer of this Letter of Transmittal or if
a check is to be sent, and/or such certificates are to be returned, to a person
other than the signer of this Letter of Transmittal, or to an address other
than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Any stockholder(s) delivering Dime Shares by book-entry
transfer may request that Dime Shares not purchased be credited to such account
maintained at the Book-Entry Transfer Facility as such stockholder(s) may
designate in the box entitled "Special Issuance Instructions." If no such
instructions are given, any such Dime Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such Dime Shares were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or either Dealer Manager at their respective
address and phone numbers set forth below, or from brokers, dealers, commercial
banks or trust companies.
9
<PAGE>
9. WAIVER OF CONDITIONS. North Fork reserves the absolute right in its
sole discretion to waive, at any time or from time to time, any of the
specified conditions of the 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 the North Fork shares to be issued in our offer), in
whole or in part, in the case of any Dime Shares tendered.
10. TENDER OF DIME RIGHTS AFTER DIME'S DISTRIBUTION DATE. 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 a holder's Dime Shares are tendered 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 Dime Shares are tendered pursuant to the Offer,
Dime Rights may be tendered prior to a stockholder receiving the certificates
for Dime Rights by use of the guaranteed delivery procedures described under
"The Offer--Procedure for Tendering" in the Prospectus. If Dime Rights
certificates are distributed but are not available to a stockholder prior to
the time Dime Shares are tendered pursuant to the Offer, a tender of Dime
Shares constitutes an agreement by the tendering stockholder to deliver to the
Exchange Agent pursuant to such guaranteed delivery procedures, 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 (the "Dime Rights Delivery
Period"), Dime Rights certificates representing a number of Dime Rights equal
to the number of Dime Shares tendered. North Fork reserves the right to require
that it receive such Dime Rights certificates (or a Book-Entry Confirmation
with respect to such Dime Rights) prior to accepting Dime Shares for exchange.
Nevertheless, North Fork will be entitled to accept for exchange Dime
Shares tendered by a stockholder 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 (i) subject to
complying with applicable rules and regulations of the Securities and Exchange
Commission, withhold payment for such Dime Shares pending receipt of the Dime
Rights certificates or a Book-Entry Confirmation for such Dime Rights or (ii)
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. In addition, after expiration of the Dime
Rights Delivery Period, North Fork 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 North Fork 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 the sole and absolute discretion
of North Fork.
11. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below. In addition, payments of cash in exchange
for Dime Shares and, if applicable, in lieu of fractional North Fork Common
Shares that are made to such stockholder with respect to Dime Shares accepted
pursuant to the Offer may be subject to backup withholding of 31%. The box in
Part 3 of the form may be checked if the tendering stockholder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the box in Part 3 is checked and the Exchange Agent is not
provided with a TIN within 60 days, the Exchange Agent must withhold 31% of all
payments of cash thereafter until a TIN is provided to the Exchange Agent. In
addition, the Exchange Agent may backup withhold during the 60 day period under
certain circumstances. The stockholder is required to give the Exchange Agent
the social security number or employer identification number of the record
owner of the Dime Shares or the last transferee appearing on the stock powers
attached to, or endorsed on, the Dime Shares. If the Dime Shares are in more
than one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report.
12. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Dime Shares has been lost, destroyed or stolen, the stockholder
should promptly notify Dime's Transfer Agent. The stockholder will then be
instructed as to the steps that must be taken in order to replace the Share
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen Share
certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED DIME SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT OR
DIME SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY
TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
10
<PAGE>
IMPORTANT TAX INFORMATION
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that stockholder must
submit a Form W-8 or successor form, signed under penalties of perjury,
attesting to that individual's exempt status. A Form W-8 can be obtained from
the Exchange Agent. See the enclosed Guidelines for Certificate of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather the tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY
INTERNAL REVENUE
SERVICE
PAYER'S REQUEST FOR
TAXPAYER
IDENTIFICATION
NUMBER ("TIN")
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING BELOW
-------------------------------------------
Social Security Number
(If awaiting TIN write
"Applied For")
OR
-------------------------------------------
Employer Identification Number
(If awaiting TIN write
"Applied For")
- --------------------------------------------------------------------------------
PART 2--CERTIFICATE--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I
am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your tax
returns. However, if after being notified by the IRS that you are subject to
backup withholding, you receive another notification from the IRS that you
are no longer subject to backup withholding, do not cross out such item (2).
(Also see instructions in the enclosed Guidelines).
- --------------------------------------------------------------------------------
SIGNATURE ------------------------------ DATE ------------- , 2000
Name (Please Print): ---------------------------
Address: ---------------------------------------
City, State & Zip Code: ------------------------
- --------------------------------------------------------------------------------
PART 3-- Awaiting TIN [ ]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A PENALTY IMPOSED
BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 31% OF ANY
CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number to the
Exchange Agent by the time of payment, 31% of all reportable payments made
to me thereafter will be withheld, but that such amounts will be refunded to
me if I provide a certified Taxpayer Identification Number to the Exchange
Agent within sixty (60) days.
-------------------------------------------- ---------------- , 2000
Signature Date
Name (Please Print): -----------------------
Questions and requests for assistance or additional copies of the
Prospectus, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or either Dealer Manager as set forth below:
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
ALL OTHERS CALL TOLL FREE: 1-800-755-7250
The Co-Dealer Managers for the Offer are:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
SANDLER O'NEILL & PARTNERS, L.P.
Two World Trade Center
New York, New York 10048
12
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
DIME BANCORP, INC.
TO
NORTH FORK BANCORPORATION, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of Common Stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Dime Shares"), of Dime Bancorp, Inc.,
a Delaware corporation, are not immediately available, if the procedure for
book-entry transfer cannot be completed prior to the Expiration Date (as
defined in "The Offer" in the Prospectus), or if time will not permit all
required documents to reach the Exchange Agent prior to the Expiration Date.
Such form may be delivered by hand, transmitted by facsimile transmission or
mailed to the Exchange Agent. See "The Offer--Procedure for Tendering" of the
Prospectus.
The Exchange Agent for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight, Certified or
First Chicago Trust First Chicago Trust Express Mail Delivery:
Company of New York Company of New York First Chicago Trust
Attention: Attention: Company of New York
Corporate Actions Corporate Actions Attention:
Suite 4660 c/o Securities Transfer & Corporate Actions
P.O. Box 2569 Reporting Services Inc. 525 Washington Blvd.
Jersey City, NJ 07303-2569 100 William Street, Galleria Jersey City, NJ 07310
New York, NY 10038
</TABLE>
By Facsimile Transmission:
(201) 324-3402 or (201) 324-3403
(For Eligible Institutions Only)
Confirm Facsimile by Telephone:
(201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to North Fork Bancorporation, Inc., a
Delaware corporation, upon the terms and subject to the conditions set forth in
North Fork's Prospectus dated March 14, 2000 and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares set forth below of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Dime Shares"), of Dime Bancorp, Inc.,
a Delaware corporation, pursuant to the guaranteed delivery procedures set
forth in "The Offer--Procedure for Tendering" of the Prospectus.
Number of Shares:-------------------
Certificate Nos. (if available):
- ------------------------------------
- ------------------------------------
Check box of Dime Shares will be
tendered by book-entry transfer: [ ]
Account Number:--------------------
Dated: --------------------- , 2000
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
- -----------------------------------
- -----------------------------------
Please Print
Address(es):-----------------------
- -----------------------------------
- -----------------------------------
Zip Code
Area Code and Tel. No.:
- -----------------------------------
- -----------------------------------
Signature(s)-----------------------
- -----------------------------------
- -----------------------------------
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, guarantees to deliver to the Exchange Agent either certificates
representing the Dime Shares tendered hereby, in proper form for transfer, or
confirmation of book-entry transfer of such Dime Shares into the Exchange
Agent's account at The Depository Trust Company, in each case with delivery of
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus), and any other documents
required by the Letter of Transmittal, within three NYSE trading days (as
defined in the Prospectus) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
certificates for Dime Shares to the Exchange Agent within the time period
shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
Name of Firm:---------------------- ---------------------------------------
Authorized Signature
Address:--------------------------- ---------------------------------------
Please Print
- ----------------------------------- ---------------------------------------
Zip Code
Area Code and Tel. No.:------------ Dated: ------------------------ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
OFFER TO EXCHANGE
EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK 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 FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
March 14, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork"), to act as Co-Dealer Managers in connection with
North Fork's offer to exchange 0.9302 shares of North Fork common stock, par
value $0.01 per share ("North Fork Common Stock"), and $2.00 net to the
seller in cash for each outstanding share of common stock, par value $0.01
per share (the "Common Stock"), including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Dime
Shares"), of Dime Bancorp, Inc., a Delaware corporation ("Dime"), upon the
terms and subject to the conditions set forth in the Prospectus dated March
14, 2000 (the "Prospectus") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer")
enclosed herewith. Please furnish copies of the enclosed materials to those
of your clients for whose accounts you hold Dime Shares registered in your
name or in the name of your nominee.
The Offer is subject to several conditions set forth in the Prospectus,
which you should review in detail.
For your information and for forwarding to your clients for whom you hold
Dime Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospectus dated March 14, 2000;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Dime Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Dime Shares and all other required documents cannot be
delivered to the Exchange Agent, or if the procedures for book-entry transfer
cannot be completed, by the Expiration Date (as defined in the Prospectus);
4. A letter which may be sent to your clients for whose accounts you hold
Dime Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to First Chicago Trust Company of New York
(the "Exchange Agent") for your use only.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), North Fork will accept for exchange Dime Shares
which are validly tendered prior to the Expiration Date and not theretofore
properly withdrawn when,
<PAGE>
as and if North Fork gives oral or written notice to the Exchange Agent of
North Fork's acceptance of such Dime Shares for exchange pursuant to the
Offer. Issuance of North Fork Common Stock and payment of cash for Dime
Shares purchased pursuant to the Offer will in all cases be made only after
timely receipt by the Exchange Agent of (i) certificates for such Dime
Shares, or timely confirmation of a book-entry transfer of such Dime Shares
into the Exchange Agent's account at The Depository Trust Company, pursuant
to the procedures described in "The Offer--Procedure for Tendering" of the
Prospectus, (ii) a properly completed and duly executed Letter of Transmittal
(or a properly completed and manually signed facsimile thereof) or an Agent's
Message (as defined in the Prospectus) in connection with a book-entry
transfer and (iii) all other documents required by the Letter of Transmittal.
North Fork will not pay any fees or commissions to any broker or dealer or
other person (other than the Co-Dealer Managers as described in the
Prospectus) for soliciting tenders of Dime Shares pursuant to the Offer.
North Fork will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for customary mailing and handling costs
incurred by them in forwarding the enclosed materials to their customers.
North Fork will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Dime Shares pursuant to the Offer, subject to
Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof),
with any required signature guarantees, or an Agent's Message in connection
with a book-entry transfer of Dime Shares, and any other required documents,
should be sent to the Exchange Agent, and certificates representing the
tendered Dime Shares should be delivered or such Dime Shares should be
tendered by book-entry transfer, all in accordance with the Instructions set
forth in the Letter of Transmittal and in the Prospectus.
If holders of Dime Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery
procedures specified in "The Offer--Procedure for Tendering" of the
Prospectus.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from,
either Dealer Manager or the Information Agent at their respective address
and telephone number set forth on the back cover of the Prospectus.
Very truly yours,
Sandler O'Neill & Partners, L.P. Salomon Smith Barney
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF NORTH FORK, DIME, EITHER DEALER MANAGER, THE INFORMATION AGENT,
THE EXCHANGE AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
OFFER TO EXCHANGE
EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK 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 FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
March 14, 2000
To Our Clients:
Enclosed for your consideration are the Prospectus, dated March 14, 2000,
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") in connection with
the offer by North Fork Bancorporation, Inc., a Delaware corporation ("North
Fork"), to exchange 0.9302 shares of North Fork common stock, par value $0.01
per share (the "North Fork Common Stock"), and $2.00 net in cash for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, the "Dime Shares"), of Dime
Bancorp, Inc., a Delaware corporation ("Dime"). We are the holder of record
of Dime Shares held for your account. A tender of such Dime Shares can be
made only by us as the holder of record and pursuant to your instructions.
The enclosed Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Dime Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Dime Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
Your attention is invited to the following:
1. The consideration per Dime Share is 0.9302 North Fork Common Shares and
$2.00 net to you in cash without interest.
2. The Offer is being made for all outstanding Dime Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, April 14, 2000, unless the Offer is extended.
4. The Offer is subject to various conditions set forth in the Prospectus,
which you should review in detail.
5. Any stock transfer taxes applicable to the sale of Dime Shares to North
Fork pursuant to the Offer will be paid by North Fork, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Prospectus, North Fork is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer, the Offer will be deemed to be made on behalf of
North Fork by Sandler O'Neill & Partners, L.P. and Salomon Smith Barney, the
Co-Dealer Managers for the Offer, or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Dime Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the reverse side of this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Dime
Shares, all such Dime Shares will be tendered unless otherwise specified on
the reverse side of this letter. Your instructions should be forwarded to us
in sufficient time to permit us to submit a tender on your behalf prior to
the expiration of the Offer.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE
ALL OUTSTANDING SHARES OF COMMON STOCK
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 undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated March 14, 2000 and the related Letter of Transmittal in
connection with the Offer by North Fork Bancorporation, Inc., a Delaware
corporation, to exchange 0.9302 shares of North Fork common stock, par value
$0.01 per share (the "North Fork Common Stock"), and $2.00 net in cash for
each outstanding share of common stock, par value $0.01 per share (the
"Common Stock"), including the associated preferred stock purchase rights
(the "Rights" and together with the Common Stock, the "Dime Shares"), of Dime
Bancorp, Inc., a Delaware corporation.
This will instruct you to tender the number of Dime Shares indicated below
(or if no number is indicated below, all Dime Shares) held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Dime Shares to be Tendered:* Shares
Dated:, 2000
---------------------------------
---------------------------------
Signature(s)
---------------------------------
Print Name(s)
---------------------------------
---------------------------------
Address(es)
---------------------------------
Area Code and Telephone Number
---------------------------------
Tax ID or Social Security Number
- ------------
* Unless otherwise indicated, it will be assumed that all Dime Shares held by
us for your account are to be tendered.
PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
2
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
GIVE THE
SOCIAL
FOR THIS TYPE ACCOUNT: SECURITY
NUMBER OF--
- --------------------------------------- ---------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife The actual owner of the
(joint account) account or, if joint funds,
either person(1)
4. Custodian account of a minor (Uniform The minor(2)
Gift to Minors Act)
5. Adult and Minor (joint account) The adult or, if the minor
is the only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent person(3)
minor, or incompetent person
7. a. The usual revocable savings trust The grantor-trustee(1)
account (grantor is also trustee)
b. So-called trust account that is
not a The actual owner(1) legal
or valid trust under State law
8. Sole proprietorship account The Owner(4)
- --------------------------------------- ---------------------------
</TABLE>
<TABLE>
<CAPTION>
GIVE THE
EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ------------------------------------ -----------------------------------
<S> <C>
9. A valid trust, estate, or pension Legal entity (Do not furnish the
fund identifying number of the personal
representative or trustee unless
the legal entity itself is not
designated in the account title)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school
district, or prison) that
receives agricultural program
payments
</TABLE>
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card,
or Form SS-4, Application for Employer Identification Number, at the local
office of Social Security Administration or the Internal Revenue Service
("IRS") and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a) or an individual
retirement plan.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust or a non-exempt trust described in
section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.
Exempt payees described above nevertheless should file Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE
OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see the Treasury regulations under sections 6041,
6041A(a), 6045, 6050A. (All "section" references herein are
to the Internal Revenue Code of 1986)
PRIVACY ACT NOTICE--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid,
the acquisition or abandonment of secured property, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does
not furnish a TIN to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TIN--If you fail to furnish your TIN to a
payer, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
<PAGE>
NORTHERN TRUST COMPANY, PLAN TRUSTEE
50 SOUTH LASALLE STREET
CHICAGO, IL 60675
CONFIDENTIAL INSTRUCTIONS
FOR
EXCHANGE OFFER FOR OUTSTANDING SHARES OF DIME BANCORP, INC. COMMON STOCK
HELD IN THE NORTH AMERICAN MORTGAGE COMPANY RETIREMENT AND 401(K) SAVINGS PLAN
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO PARTICIPANTS IN THE
NORTH AMERICAN MORTGAGE COMPANY RETIREMENT AND 401(K) SAVINGS PLAN
Enclosed is a copy of the Prospectus, dated March 14, 2000 (the
"Prospectus"), and the related Letter of Transmittal (which, together with the
Prospectus and any amendments or supplements thereto, constitute the "Offer"),
relating to the offer by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork"), to exchange 0.9302 shares of North Fork common
stock, par value $0.01 per share, and $2.00 net to the seller in cash for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Dime Shares"), of Dime Bancorp, Inc.,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer. This material is being forwarded to you as the beneficial owner
of Dime Shares held by us for your account under the North American Mortgage
Company Retirement and 401(k) Savings Plan (the "401(k) Plan"). You should read
the Offer materials carefully before completing the enclosed Instruction Card
for the Dime Shares allocated to your account under the 401(k) Plan.
INSTRUCTIONS TO THE TRUSTEE
Northern Trust Company, as trustee of the 401(k) Plan (the "Trustee"),
holds Dime Shares for the benefit of 401(k) Plan participants. Only the Trustee
can tender the Dime Shares held by the 401(k) Plan. However, under the terms of
the 401(k) Plan, you may instruct the Trustee how to tender the Dime Shares
allocated to your 401(k) Plan account in the Offer. The enclosed Instruction
Card is designed to permit you to instruct the Trustee on how to tender the
Dime Shares allocated to your 401(k) Plan account in the Offer.
You may instruct the Trustee to tender all or a portion of the Dime Shares
allocated to your 401(k) Plan account. You may also instruct the Trustee not to
tender any of the Dime Shares allocated to your 401(k) Plan account.
Please note that a tender of Dime Shares allocated to your 401(k) Plan
account can be made only by the Trustee as the holder of record. Do not
complete the enclosed Letter of Transmittal; it is furnished to you for your
information only and cannot be used by you to tender Dime Shares allocated to
your 401(k) Plan account. If you wish to direct the Trustee concerning the
tender of the 401(k) Dime Shares allocated to your Savings Plan account, you
must complete and return the enclosed Instruction Card.
The Trustee makes no recommendation as to whether to direct the tender of
Dime Shares or whether to refrain from directing the tender of Dime Shares. You
must make your own decision on these matters.
TENDER DEADLINE
In order to ensure that your instructions to the Trustee will be followed,
you must complete, sign and date the enclosed Instruction Card so that it can
be received by Northern Trust Company NO LATER THAN 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY APRIL 14, 2000, unless the Offer is extended. Please
return the Instruction Card in the enclosed envelope. Do not send the
Instruction Card to Dime Bancorp, Inc.
<PAGE>
WITHDRAWAL RIGHTS
Except as otherwise provided in the following sentence and the Offer, your
direction will be deemed irrevocable. Your direction may be withdrawn at any
time on or prior to 5:00 P.M. New York City time, Friday April 14, 2000 (or
such later date as may apply in the case the Offer is extended). In order to
revoke your direction to tender Dime Shares, you must submit a new Instruction
Card which may be obtained by contacting the Trustee. Your new Instruction Card
must include your name, address and Social Security number. Upon receipt of a
new, completed and signed Instruction Card, your previous direction will be
deemed canceled. You may re-tender any Dime Shares allocated to your 401(k)
Plan account by obtaining an additional Instruction Card from the Trustee and
repeating the previous instructions for directing the tender as set forth in
this letter. The Instruction Card with the latest date received by 12:00
Midnight, New York City time, Friday April 14, 2000 shall be deemed to revoke
all prior Instruction Cards.
CONFIDENTIALITY
YOUR INSTRUCTIONS ARE COMPLETELY CONFIDENTIAL. Under no circumstances will
the Trustee, or any of its agents, disclose to Dime Bancorp, Inc. or any other
party whether or not you tender the Dime Shares allocated to your 401(k)
Savings Plan account in the Offer.
Sincerely,
Northern Trust Company
2
<PAGE>
INSTRUCTION CARD
RE: NORTH AMERICAN MORTGAGE COMPANY RETIREMENT AND SAVINGS PLAN
(THE "401(K) PLAN")
To Northern Trust Company:
I am a participant in the above 401(k) Plan and, as such, I received a
copy of the Prospectus, dated March 14, 2000 (the "Prospectus") and the related
Letter of Transmittal (which, together with the Prospectus and any amendments
or supplements thereto constitute the "Offer") relating to the offer by North
Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), to exchange
0.9302 shares of North Fork common stock, par value $0.01 per share, and $2.00
net to the seller in cash for each outstanding share of common stock, par value
$0.01 per share (the "Common Stock"), including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Dime
Shares"), of Dime Bancorp, Inc., a Delaware corporation, upon the terms and
subject to the conditions set forth in the Offer.
I hereby direct you to:
[ ] Tender all Dime Shares held in my account.
[ ] Tender (insert number) of Dime Shares only.
[ ] Do not tender any Dime Shares.
------------------------------
(Signature of Participant)
------------------------------
(Signature of Participant)
------------------------------
(Date)
If shares are held in joint
names, each co-owner must
sign.
<PAGE>
PUTNAM FIDUCIARY TRUST COMPANY
PUTNAM FIDUCIARY TRUST COMPANY
859 WILLARD STREET
QUINCY, MA 02269
CONFIDENTIAL INSTRUCTIONS
FOR
EXCHANGE OFFER FOR OUTSTANDING SHARES OF DIME BANCORP, INC. COMMON STOCK
HELD IN THE RETIREMENT 401(K) INVESTMENT PLAN OF DIME BANCORP, INC.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO PARTICIPANTS IN THE
RETIREMENT 401(K) INVESTMENT PLAN OF DIME BANCORP, INC.
Enclosed is a copy of the Prospectus, dated March 14, 2000 (the
"Prospectus"), and the related Letter of Transmittal (which, together with the
Prospectus and any amendments or supplements thereto, constitute the "Offer"),
relating to the offer by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork"), to exchange 0.9302 shares of North Fork common
stock, par value $0.01 per share, and $2.00 net to the seller in cash for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Dime Shares"), of Dime Bancorp, Inc.,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer. This material is being forwarded to you as the beneficial owner
of Dime Shares held by us for your account under the Retirement 401(k)
Investment Plan of Dime Bancorp, Inc. (the "401(k) Plan"). You should read the
Offer materials carefully before completing the enclosed Instruction Card for
the Dime Shares allocated to your account under the 401(k) Plan.
INSTRUCTIONS TO THE TRUSTEE
Putnam Fiduciary Trust Company, as trustee of the 401(k) Plan (the
"Trustee"), holds Dime Shares for the benefit of 401(k) Plan participants. Only
the Trustee can tender the Dime Shares held by the 401(k) Plan. However, under
the terms of the 401(k) Plan, you may instruct the Trustee how to tender the
Dime Shares allocated to your 401(k) Plan account in the Offer. The enclosed
Instruction Card is designed to permit you to instruct the Trustee on how to
tender the Dime Shares allocated to your 401(k) Plan account in the Offer.
You may instruct the Trustee to tender all or a portion of the Dime Shares
allocated to your 401(k) Plan account. You may also instruct the Trustee not to
tender any of the Dime Shares allocated to your 401(k) Plan account.
Please note that a tender of Dime Shares allocated to your 401(k) Plan
account can be made only by the Trustee as the holder of record. Do not
complete the enclosed Letter of Transmittal; it is furnished to you for your
information only and cannot be used by you to tender Dime Shares allocated to
your 401(k) Plan account. If you wish to direct the Trustee concerning the
tender of the 401(k) Dime Shares allocated to your Savings Plan account, you
must complete and return the enclosed Instruction Card.
The Trustee makes no recommendation as to whether to direct the tender of
Dime Shares or whether to refrain from directing the tender of Dime Shares. You
must make your own decision on these matters.
TENDER DEADLINE
In order to ensure that your instructions to the Trustee will be followed,
you must complete, sign and date the enclosed Instruction Card so that it can
be received by Putnam Fiduciary Trust Company NO LATER THAN 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY APRIL 14, 2000, unless the Offer is extended. Please
return the Instruction Card in the enclosed envelope. Do not send the
Instruction Card to Dime Bancorp, Inc.
<PAGE>
WITHDRAWAL RIGHTS
Except as otherwise provided in the following sentence and the Offer, your
direction will be deemed irrevocable. Your direction may be withdrawn at any
time on or prior to 5:00 P.M. New York City time, Friday April 14, 2000 (or
such later date as may apply in the case the Offer is extended). In order to
revoke your direction to tender Dime Shares, you must submit a new Instruction
Card which may be obtained by contacting the Trustee. Your new Instruction Card
must include your name, address and Social Security number. Upon receipt of a
new, completed and signed Instruction Card, your previous direction will be
deemed canceled. You may re-tender any Dime Shares allocated to your 401(k)
Plan account by obtaining an additional Instruction Card from the Trustee and
repeating the previous instructions for directing the tender as set forth in
this letter. The Instruction Card with the latest date received by 12:00
Midnight, New York City time, Friday April 14, 2000 shall be deemed to revoke
all prior Instruction Cards.
CONFIDENTIALITY
YOUR INSTRUCTIONS ARE COMPLETELY CONFIDENTIAL. Under no circumstances will
the Trustee, or any of its agents, disclose to Dime Bancorp, Inc. or any other
party whether or not you tender the Dime Shares allocated to your 401(k)
Savings Plan account in the Offer.
Sincerely,
Putnam Fiduciary Trust Company
2
<PAGE>
INSTRUCTION CARD
RE: RETIREMENT 401(K) INVESTMENT PLAN OF DIME BANCORP, INC.
(THE "401(K) PLAN")
To Putnam Fiduciary Trust Company:
I am a participant in the above 401(k) Plan and, as such, I received a
copy of the Prospectus, dated March 14, 2000 (the "Prospectus") and the related
Letter of Transmittal (which, together with the Prospectus and any amendments
or supplements thereto constitute the "Offer") relating to the offer by North
Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), to exchange
0.9302 shares of North Fork common stock, par value $0.01 per share, and $2.00
net to the seller in cash for each outstanding share of common stock, par value
$0.01 per share (the "Common Stock"), including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Dime
Shares"), of Dime Bancorp, Inc., a Delaware corporation, upon the terms and
subject to the conditions set forth in the Offer.
I hereby direct you to:
[ ] Tender all Dime Shares held in my account.
[ ] Tender (insert number) of Dime Shares only.
[ ] Do not tender any Dime Shares.
------------------------------
(Signature of Participant)
------------------------------
(Signature of Participant)
------------------------------
(Date)
If shares are held in joint
names, each co-owner must
sign.
<PAGE>
HSBC BANK USA
HSBC BANK USA, PLAN TRUSTEE
1 HSBC CENTER
BUFFALO, NY 14203
CONFIDENTIAL INSTRUCTIONS
FOR
EXCHANGE OFFER FOR OUTSTANDING SHARES OF DIME BANCORP, INC. COMMON STOCK
HELD IN THE LAKEVIEW SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO PARTICIPANTS IN THE
LAKEVIEW SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
Enclosed is a copy of the Prospectus, dated March 14, 2000 (the
"Prospectus"), and the related Letter of Transmittal (which, together with the
Prospectus and any amendments or supplements thereto, constitute the "Offer"),
relating to the offer by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork"), to exchange 0.9302 shares of North Fork common
stock, par value $0.01 per share, and $2.00 net to the seller in cash for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Dime Shares"), of Dime Bancorp, Inc.,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer. This material is being forwarded to you as the beneficial owner
of Dime Shares held by us for your account under the Lakeview Savings Bank
Employee Stock Ownership Plan (the "401(k) Plan"). You should read the Offer
materials carefully before completing the enclosed Instruction Card for the
Dime Shares allocated to your account under the 401(k) Plan.
INSTRUCTIONS TO THE TRUSTEE
HSBC Bank USA, as trustee of the 401(k) Plan (the "Trustee"), holds Dime
Shares for the benefit of 401(k) Plan participants. Only the Trustee can tender
the Dime Shares held by the 401(k) Plan. However, under the terms of the 401(k)
Plan, you may instruct the Trustee how to tender the Dime Shares allocated to
your 401(k) Plan account in the Offer. The enclosed Instruction Card is
designed to permit you to instruct the Trustee on how to tender the Dime Shares
allocated to your 401(k) Plan account in the Offer.
You may instruct the Trustee to tender all or a portion of the Dime Shares
allocated to your 401(k) Plan account. You may also instruct the Trustee not to
tender any of the Dime Shares allocated to your 401(k) Plan account.
Please note that a tender of Dime Shares allocated to your 401(k) Plan
account can be made only by the Trustee as the holder of record. Do not
complete the enclosed Letter of Transmittal; it is furnished to you for your
information only and cannot be used by you to tender Dime Shares allocated to
your 401(k) Plan account. If you wish to direct the Trustee concerning the
tender of the 401(k) Dime Shares allocated to your Savings Plan account, you
must complete and return the enclosed Instruction Card.
The Trustee makes no recommendation as to whether to direct the tender of
Dime Shares or whether to refrain from directing the tender of Dime Shares. You
must make your own decision on these matters.
TENDER DEADLINE
In order to ensure that your instructions to the Trustee will be followed,
you must complete, sign and date the enclosed Instruction Card so that it can
be received by HSBC Bank USA NO LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON FRIDAY APRIL 14, 2000, unless the Offer is extended. Please return the
Instruction Card in the enclosed envelope. Do not send the Instruction Card to
Dime Bancorp, Inc.
<PAGE>
WITHDRAWAL RIGHTS
Except as otherwise provided in the following sentence and the Offer, your
direction will be deemed irrevocable. Your direction may be withdrawn at any
time on or prior to 5:00 P.M. New York City time, Friday April 14, 2000 (or
such later date as may apply in the case the Offer is extended). In order to
revoke your direction to tender Dime Shares, you must submit a new Instruction
Card which may be obtained by contacting the Trustee. Your new Instruction Card
must include your name, address and Social Security number. Upon receipt of a
new, completed and signed Instruction Card, your previous direction will be
deemed canceled. You may re-tender any Dime Shares allocated to your 401(k)
Plan account by obtaining an additional Instruction Card from the Trustee and
repeating the previous instructions for directing the tender as set forth in
this letter. The Instruction Card with the latest date received by 12:00
Midnight, New York City time, Friday April 14, 2000 shall be deemed to revoke
all prior Instruction Cards.
CONFIDENTIALITY
YOUR INSTRUCTIONS ARE COMPLETELY CONFIDENTIAL. Under no circumstances will
the Trustee, or any of its agents, disclose to Dime Bancorp, Inc. or any other
party whether or not you tender the Dime Shares allocated to your 401(k)
Savings Plan account in the Offer.
Sincerely,
HSBC Bank USA
2
<PAGE>
INSTRUCTION CARD
RE: LAKEVIEW SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
(THE "401(K) PLAN")
To HSBC Bank USA:
I am a participant in the above 401(k) Plan and, as such, I received a
copy of the Prospectus, dated March 14, 2000 (the "Prospectus") and the related
Letter of Transmittal (which, together with the Prospectus and any amendments
or supplements thereto constitute the "Offer") relating to the offer by North
Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), to exchange
0.9302 shares of North Fork common stock, par value $0.01 per share, and $2.00
net to the seller in cash for each outstanding share of common stock, par value
$0.01 per share (the "Common Stock"), including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Dime
Shares"), of Dime Bancorp, Inc., a Delaware corporation, upon the terms and
subject to the conditions set forth in the Offer.
I hereby direct you to:
[ ] Tender all Dime Shares held in my account.
[ ] Tender (insert number) of Dime Shares only.
[ ] Do not tender any Dime Shares.
------------------------------
(Signature of Participant)
------------------------------
(Signature of Participant)
------------------------------
(Date)
If shares are held in joint
names, each co-owner must
sign.
