SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
Date of Report (Date of Earliest Event Reported) February 1, 2000
NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10458 36-3154608
-------------------------- ------------------------ ----------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
275 Broad Hollow Road Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (631) 298-5000
ITEM 5. OTHER EVENTS
North Fork Bancorporation, Inc. ("North Fork") is party to an
Amended and Restated Agreement and Plan of Merger dated as of August 16,
1999 (the "Merger Agreement") between North Fork and JSB Financial, Inc.
("JSB"). On January 14, 2000, a purported class action lawsuit was filed
in the Court of Chancery of the State of Delaware entitled Wolfson v. JSB
Financial, Inc., et al., Del. Ch., C.A. No. 17741, naming JSB, all of JSB's
directors (the "individual defendants") and North Fork as defendants. The
complaint alleges, among other things, breach of fiduciary duties of
disclosure, care and loyalty by the individual defendants, North Fork's
aiding and abetting of the individual defendants' alleged breaches of
fiduciary duty, and breach of the Merger Agreement by North Fork. The
complaint seeks, among other things, an order enjoining the proposed
merger, an order requiring the defendants to issue corrective disclosure, a
declaration that the individual defendants have breached and are in breach
of their fiduciary duties, an order requiring that the individual
defendants sell JSB to the highest bidder, the certification of the action
as a class action, an award of unspecified damages to the class and other
relief, including interest, attorneys' fees and costs associated with the
action.
On February 1, 2000, North Fork, JSB and the plaintiff entered
into a Stipulation and Agreement of Compromise and Settlement (the
"Settlement Agreement") which embodies the terms of a settlement reached by
the parties with respect to the complaint. Pursuant to the terms of the
Settlement Agreement, each of North Fork and JSB agreed to (i) provide
supplemental disclosure to its stockholders, (ii) amend the Merger
Agreement, and (iii) amend the Stock Option Agreement, dated as of August
16, 1999, between North Fork and JSB (the "Stock Option Agreement"), in
each case in the manner described herein and as set forth in the exhibits
filed herewith. Even though North Fork has at all times denied, and
continues to deny, the allegations made against it in the complaint, North
Fork entered into the Settlement Agreement in order to avoid the
substantial expense, inconvenience and distraction involved in defending
the litigation, to finally put to rest any and all claims set forth in the
complaint and to proceed promptly with the proposed merger with JSB. The
Settlement Agreement is subject to the approval of the Delaware Court of
Chancery.
Each of North Fork and JSB is mailing to its stockholders a
supplement to the joint proxy statement-prospectus, dated January 11, 2000
(the "Joint Proxy Statement-Prospectus"), mailed to the stockholders of
North Fork and JSB in connection with the special meeting of stockholders
of JSB to be held on February 10, 2000 and the special meeting of
stockholders of North Fork to be held on February 11, 2000 to consider and
vote upon, among other things, the proposed merger of JSB with North Fork.
A copy of the supplement is filed herewith as Exhibit 99.1.
North Fork and JSB have amended Section 4.1 of the Merger
Agreement. Prior to such amendment, Section 4.1 provided that JSB could
not take certain actions relating to an "acquisition proposal" (as defined
in the Merger Agreement) unless, among other things, the JSB board of
directors, "after consultation with and based upon the written opinion of
outside legal counsel, in good faith deems such action to be legally
necessary for the proper discharge of its fiduciary duties." The amendment
to Section 4.1 removes the part of this provision requiring that such
determination by the JSB board of directors be based upon a written opinion
of counsel. A copy of the amendment to the Merger Agreement is filed
herewith as Exhibit 99.2. The full text of the Merger Agreement is set
forth in Appendix A to the Joint Proxy Statement-Prospectus and is also
filed as Exhibit 2.2 to North Fork's Current Report on Form 8-K filed on
December 30, 1999.
North Fork and JSB have also amended Section 13 of the Stock
Option Agreement to reduce, from $30 million to $25 million, the limit on
the aggregate profit realizable by North Fork from the option issued
pursuant to the Stock Option Agreement and from any termination fees
payable by JSB to North Fork pursuant to the Merger Agreement. A copy of
the amendment to the Stock Option Agreement is filed herewith as Exhibit
99.3. The full text of the Stock Option Agreement is set forth in
Appendix B to the Joint Proxy Statement-Prospectus and is also filed as
Exhibit 99.5 to North Fork's Current Report on Form 8-K filed on August 31,
1999.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
99.1 Supplement, dated February 1, 2000, to the joint proxy
statement-prospectus of North Fork Bancorporation, Inc.
and JSB Financial, Inc., dated January 11, 2000
99.2 Amendment, dated as of February 1, 2000, by and between
North Fork and JSB to the Amended and Restated
Agreement and Plan of Merger, dated as of August 16,
1999
99.3 Amendment, dated as of February 1, 2000, by and between
North Fork and JSB to the Stock Option Agreement, dated
as of August 16, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
____________________________
Name: Daniel M. Healy
Title: Executive Vice President
and Chief Financial Officer
Date: February 1, 2000
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
99.1 Supplement, dated February 1, 2000, to the joint proxy
statement-prospectus of North Fork Bancorporation, Inc. and JSB
Financial, Inc., dated January 11, 2000
99.2 Amendment, dated as of February 1, 2000, by and between North
Fork and JSB to the Amended and Restated Agreement and Plan of
Merger, dated as of August 16, 1999
99.3 Amendment, dated as of February 1, 2000, by and between North
Fork and JSB to the Stock Option Agreement, dated as of August
16, 1999
EXHIBIT 99.1
[NORTH FORK LOGO] [JSB LOGO]
SUPPLEMENT TO THE
JOINT PROXY STATEMENT-PROSPECTUS
DATED JANUARY 11, 2000
INTRODUCTION
This Supplement is being sent to the stockholders of North Fork
Bancorporation, Inc. and JSB Financial, Inc. for the purpose of
supplementing the joint proxy statement-prospectus, dated January 11, 2000,
initially mailed to the stockholders of North Fork and JSB on or about
January 12, 2000 in connection with the special meeting of stockholders of
JSB to be held on February 10, 2000 and the special meeting of stockholders
of North Fork to be held on February 11, 2000 to consider and vote upon the
proposed merger of North Fork and JSB pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of August 16, 1999. Also included
with this Supplement is another proxy card for your use if you wish to
revoke your earlier proxy or change your vote in accordance with the
instructions set forth below under "Voting Procedures." IF YOU DO NOT WISH
TO CHANGE YOUR VOTE OR REVOKE YOUR PROXY, NO ACTION IS REQUIRED BY YOU IN
CONNECTION WITH THIS SUPPLEMENT.
As described in more detail below, on January 14, 2000, a purported class
and derivative action entitled Wolfson v. JSB Financial, Inc., et al., C.A.
No. 17741, was filed in the Court of Chancery of the State of Delaware
against JSB, its directors and North Fork by Elliot Wolfson. This
Supplement is being provided to you pursuant to the Stipulation and
Agreement of Compromise and Settlement dated February 1, 2000 (the
"Settlement Agreement"), which embodies the terms of the settlement reached
by the parties. The Settlement Agreement is subject to the approval of the
Delaware Court of Chancery.
This Supplement is dated February 1, 2000 and is first being mailed to
the stockholders of North Fork and JSB on or about February 1, 2000.
PENDING LITIGATION
On January 14, 2000, a purported class action lawsuit was filed in the
Court of Chancery of the State of Delaware entitled Wolfson v. JSB
Financial, Inc., et al., naming JSB, all of JSB's directors (the
"individual defendants") and North Fork as defendants. The complaint
alleges, among other things, four causes of action, including: (i) breach
of fiduciary duty of disclosure by the individual defendants to the effect
that the joint proxy statement-prospectus omits or misrepresents material
facts with respect to whether Northeast Capital & Advisory, Inc.
("Northeast Capital"), JSB's financial advisor, in updating its fairness
opinion, took into account the proposed merger of Reliance Bancorp, Inc.
with North Fork that was announced on August 30, 1999, and that the
identity of the other bidder for JSB, whose nominally higher offer was not
accepted by JSB, should be disclosed; (ii) breach of fiduciary duties of
care and loyalty by the individual defendants in connection with JSB's
acceptance of a nominally lower offer from North Fork, as compared to the
nominally higher offer from the other bidder, following solicitations of
indications of interest, and with regard to the individual defendants
allegedly having material interests in the transaction that differ from the
interests of JSB's stockholders generally; (iii) North Fork's aiding and
abetting the individual defendants' breaches of fiduciary duty in
connection with North Fork's participation in the alleged misstatements and
omissions in the joint proxy statement-prospectus and in the alleged
provision of material financial benefits to the individual defendants that
were not shared by JSB's stockholders generally so as to induce them into
accepting North Fork's bid; and (iv) breach of the merger agreement by
North Fork in that North Fork, by entering into an agreement to acquire
Reliance, took an action that, in fact, had a materially adverse effect on
North Fork, thereby constituting a breach of the merger agreement, and that
the plaintiff should be entitled to assert a claim derivatively on behalf
of JSB, and that allegedly allowing North Fork to breach the merger
agreement did not constitute a valid exercise of business judgment by the
individual defendants.
The complaint seeks, among other things, a preliminary and permanent
injunction against consummation of the North Fork/JSB merger and related
transactions, an order requiring the defendants to issue corrective
disclosure, a declaration that the individual defendants have breached and
are breaching their fiduciary duties, an order requiring the individual
defendants to sell JSB to the highest bidder, an order certifying the
action as a class action and unspecified damages, attorneys' fees and
costs.
Each of North Fork, JSB and the individual defendants believe that the
allegations made against each of them, respectively, in the complaint are
entirely without merit. Contrary to the assertions in the complaint,
Northeast Capital did in fact take into account the proposed merger of
Reliance into North Fork in preparing its updated fairness opinion dated as
of the date of the joint proxy statement-prospectus. In addition, JSB and
the individual defendants believe that the proposed merger is intended to
be a strategic combination of North Fork and JSB, that JSB's board of
directors is entitled to accept an offer for a strategic combination
involving merger consideration that it reasonably believes will provide a
higher long-term value for its stockholders than that offered by a
competing bidder, even if the market value of the other bidder's all-stock
offer at the time it was considered by the JSB board of directors was
nominally higher, and that the individual defendants have not violated
their duties of care, loyalty and disclosure. As indicated throughout the
joint proxy statement-prospectus, there can be no assurance, however, that
any particular long-term value will be obtained. There are no appraisal
rights available to JSB stockholders in connection with the North Fork/JSB
merger.
Even though each of North Fork, JSB and the individual defendants believe
that the allegations made against each of them, respectively, in the
complaint are entirely without merit, North Fork and JSB suggested a
meeting with the plaintiff to determine if an acceptable settlement could
be reached. The parties engaged in expedited discovery and agreed to a
meeting between the plaintiff and senior officers of JSB and North Fork and
their respective counsel, which was held on January 26, 2000. On February
1, 2000, the parties reached the Settlement Agreement, which is subject to
the approval of the Delaware Court of Chancery. In accordance with the
terms of the Settlement Agreement, both North Fork and JSB have agreed to
provide the supplemental disclosure set forth in this Supplement to their
respective stockholders. Both North Fork and JSB have agreed to the
Settlement Agreement in order to expeditiously settle the pending
litigation, and avoid the additional expense and delays involved in
defending such litigation, and proceed with the proposed merger.
ADDITIONAL DISCLOSURE REGARDING THE OTHER INSTITUTION
The "Background of the Merger" and "Opinion of JSB's Financial Advisor"
sections of the joint proxy statement-prospectus, which can be found
beginning on pages 23 and 40 thereof, respectively, contain references to
the other institution with whom JSB was engaged in discussions regarding a
possible business combination. This other institution was Queens County
Bancorp, Inc., a Delaware corporation and bank holding company parent of
Queens County Savings Bank. As discussed in more detail in the joint proxy
statement-prospectus, Queens County's proposal of July 27, 1999
contemplated a merger of JSB with and into Queens County, structured as a
stock-for-stock exchange of 2.175 shares of common stock of Queens County
for each share of JSB's common stock. Based on a price per Queens County
share of $30.125, the proposal represented a value of $65.52 per JSB share.
Although Queens County's offer to JSB technically lapsed prior to the
August 10, 1999 meeting of the JSB board of directors, Northeast Capital
continued to analyze the offer at an assumed exchange ratio of 2.2 which,
based upon prior discussions with Queens County's management, Northeast
Capital believed Queens County may have been willing to offer if Queens
County had been selected as the favored bidder. Even at this assumed
increased exchange ratio, the value of Queen's County's proposal decreased
to $63.80 as of August 13, 1999 (or $63.08 based on the actual proposed
exchange ratio of 2.175) due to a decrease in Queen's County's closing
stock price to $29.00 as of that date.
Queens County files reports, proxy statements and other information with
the Securities and Exchange Commission under the Securities Exchange Act of
1934. Copies of this information can be obtained from the SEC's Internet
world wide web site at the following address: http://www.sec.gov.
ADDITIONAL DISCLOSURE REGARDING OTHER INDICATIONS OF INTEREST
At least as early as the June 22, 1999 meeting of the JSB board of
directors, JSB's board confirmed that JSB would only solicit indications of
interest with respect to a strategic combination. At the August 15, 1999
meeting of the JSB board of directors, Northeast Capital reported that a
representative of European American Bank ("EAB"), a subsidiary of ABN AMRO
Bank, NV, had called Northeast Capital on August 9th after reading an
August 5th Newsday article regarding a possible business combination
involving JSB and asked whether EAB could be considered in any process
being conducted by JSB. Northeast Capital responded that time was short and
requested that EAB provide an initial indication of EAB's interest and the
level of such interest. The representative of EAB called back on August
12th, stating that EAB might, subject to due diligence and other
considerations, be willing to discuss a transaction price of $65, comprised
principally of cash and some American Depositary Receipts (ADRs) of ABN
AMRO Bank, based on JSB's publicly available financial information, but
that such willingness was not a commitment. Northeast Capital reported this
development to JSB's management and outside legal counsel. Northeast
Capital and JSB's outside legal counsel advised JSB's board about the
issues that would be raised in connection with the consideration of a
principally cash transaction at this point in the process, which heretofore
had been limited to strategic business combinations, and that if JSB were
to consider EAB's indication of interest, which would generally be taxable
to JSB's stockholders under the Internal Revenue Code, JSB might have to go
back to the other bidders with this alternative approach as well, which
could delay the process considerably. The JSB board was also advised that
if a principally cash transaction were to be considered, JSB could, under
Delaware law, be required to maximize short-term shareholder value. After
such discussion, JSB's board agreed that further conversations with EAB
should not be pursued. EAB never requested or received the confidential
book of information regarding JSB and never submitted any formal offer or
indication of interest.
As described on page 24 of the joint proxy statement-prospectus, two of
the financial institutions that had submitted written indications of
interest to JSB made separate presentations to the JSB board of directors.
One of such financial institutions was Queens County, whose indication of
interest is described above. The other financial institution proposed two
alternative pricing structures. The first alternative consisted entirely of
stock of such institution, and the second alternative consisted of a
combination of cash and stock. Based on the closing price of this
institution's common stock on August 13, 1999 (the last trading day prior
to the JSB board of directors' approval of the merger with North Fork) and
the fixed exchange ratio contemplated under the first alternative, the
first alternative had a nominal value of $53.38 per share of JSB common
stock. Based on the same closing price, the second alternative had a
blended value of $55.67 per share of JSB common stock (consisting of $40.67
in stock and $15.00 in cash). The second alternative also contemplated an
election procedure whereby stockholders would have been entitled to elect
to receive either all stock, all cash or a mixture of cash and stock
(subject to proration procedures if the stock or cash portions were
oversubscribed). Based on the closing price of this institution's stock on
January 31, 2000, the first alternative would have a current nominal value
of approximately $34.67 per JSB share, and the second alternative would
have a current nominal value of approximately $41.42 per JSB share.
Neither EAB, nor Queens County or any other institution that submitted an
indication of interest to JSB, has at any time since the announcement of
the North Fork/JSB merger indicated any intention of pursuing its
indication of interest.
NORTHEAST CAPITAL'S CONSIDERATION OF THE PROPOSED NORTH FORK/RELIANCE
TRANSACTION
At the September 14, 1999 meeting of the JSB board of directors,
Northeast Capital made a financial presentation regarding the proposed
merger of Reliance with North Fork, which presentation was based primarily
on financial information regarding Reliance and the proposed transaction
obtained from North Fork. The presentation included various analyses
regarding the North Fork/Reliance transaction, including an analysis of
comparable transactions, a discounted cash flow analysis and a pro forma
merger analysis, and also included an analysis of the potential impact the
transaction would have on JSB's stock.
In addition, in connection with updating its fairness opinion, dated as
of the date of the joint proxy statement-prospectus, Northeast Capital
conducted a due diligence review of North Fork for the period since August
16, 1999 that included discussions with North Fork's management regarding
the proposed Reliance acquisition and reviewed documents prepared by North
Fork's management in connection with their due diligence review of Reliance
and documents prepared by North Fork's financial advisor in connection with
rendering its fairness opinion. Based upon the information provided by
North Fork, Northeast Capital considered the impact that the Reliance
acquisition would have on (i) the pro forma effects resulting from the
North Fork/JSB merger, (ii) the relative contributions to, among other
things, pro forma earnings, total assets, total gross loans, total common
equity and total deposits to be made to the combined company by JSB and
North Fork, and (iii) the discounted cash flow values for North Fork and
JSB. Following such consideration and the performance of other procedures
to update, as necessary, the analyses described in the "Opinion of JSB's
Financial Advisor" section beginning on page 40 of the joint proxy
statement-prospectus, Northeast Capital rendered its updated fairness
opinion to the JSB board of directors.
AMENDMENT TO THE MERGER AGREEMENT
Pursuant to the Settlement Agreement, North Fork and JSB have agreed to
an amendment to section 4.1 of the merger agreement. A copy of the
amendment is filed as an exhibit to the Current Reports on Form 8-K filed
by each of North Fork and JSB on February 1, 2000. Prior to such amendment,
section 4.1 provided that JSB could not take certain actions relating to an
"acquisition proposal," as defined and described in more detail under "No
Solicitation by JSB" on page 54 of the joint proxy statement-prospectus,
unless, among other things, the JSB board of directors, "after consultation
with and based upon the written opinion of outside legal counsel, in good
faith deems such action to be legally necessary for the proper discharge of
its fiduciary duties." The amendment to section 4.1 removes the part of
this provision requiring that such determination by the JSB board of
directors be based upon a written opinion of counsel. The full text of the
merger agreement is set forth in Appendix A to the joint proxy statement-
prospectus.
AMENDMENT TO THE STOCK OPTION AGREEMENT
Pursuant to the Settlement Agreement, North Fork and JSB have agreed to
an amendment to section 13 of the Stock Option Agreement, dated as of
August 16, 1999, by and between North Fork and JSB. A copy of the amendment
is filed as an exhibit to the Current Reports on Form 8-K filed by each of
North Fork and JSB on February 1, 2000. The amendment reduces the limit on
the aggregate realizable profit to North Fork from the option and any
termination fees payable by JSB pursuant to the merger agreement, as
described in "The Merger Termination Fees" on page 60 of the joint proxy
statement-prospectus, from $30 million to $25 million. The full text of the
stock option agreement is set forth in Appendix B to the joint proxy
statement-prospectus.
RECOMMENDATION OF NORTH FORK'S AND JSB'S BOARDS OF DIRECTORS
The amendments to the merger agreement and the stock option agreement do
not affect the merger consideration to be received by JSB's stockholders in
the merger. EACH OF THE NORTH FORK BOARD OF DIRECTORS AND THE JSB BOARD OF
DIRECTORS RECOMMENDS THAT ITS STOCKHOLDERS VOTE "FOR" APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT.
VOTING PROCEDURES
Enclosed with this Supplement is an additional proxy card (and a return
envelope) for your use. IF YOU HAVE ALREADY VOTED YOUR PROXY AND YOU DO NOT
WISH TO CHANGE YOUR VOTE, YOU DO NOT NEED TO RETURN THIS SECOND PROXY CARD.
If you have already voted and you wish to change your vote, you may revoke
your proxy in any one of the following ways:
1. by completing, signing and dating the enclosed proxy card and
returning it by mail prior to the date of your special meeting;
2. by sending a written notice to the corporate secretary of your company
prior to the date of your special meeting stating that you would like
to revoke your proxy;
3. by attending your special meeting and voting in person; or
4. by calling the toll-free number on the proxy card and following the
instructions if your shares were originally voted by telephone.
If you have not already voted, you may use either the proxy card which
was originally sent to you, or you may use the second proxy card enclosed
herewith. You do not need to return both the original and this second proxy
card. Alternatively, you may vote your shares by calling the toll-free
number and following the instructions on the proxy card. If your company
receives the enclosed proxy card, duly executed and dated, or your
telephone vote, prior to the special meeting, any proxy previously granted
by you will be, without further action, revoked.
IF YOU HAVE ALREADY RETURNED A PROXY CARD OR VOTED BY TELEPHONE AND DO
NOT WISH TO CHANGE YOUR VOTE, NO FURTHER ACTION IS REQUIRED.
Written notices of revocation and other communications with respect to
the revocation of proxies by North Fork stockholders should be addressed to
Aurelie S. Graf, Corporate Secretary, North Fork Bancorporation, Inc., 275
Broad Hollow Road, Melville, New York 11747. Written notices of revocation
and other communications with respect to the revocation of proxies by JSB
stockholders should be addressed to Joanne Corrigan, Corporate Secretary,
JSB Financial, Inc., 303 Merrick Road, Lynbrook, New York 11563.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in
the manner specified therein. If no specification is made, the proxies will
be voted in favor of the matters to be voted upon at your special meeting,
including approval of the merger and the merger agreement. No proxy that
has been voted against approval of the merger and the merger agreement will
be voted in favor of any adjournment or postponement of your special
meeting for the purpose of soliciting additional proxies.
For additional information or to request an additional copy of the joint
proxy statement-prospectus, North Fork stockholders can call Aurelie S.
Graf, Corporate Secretary, at (631) 844-1004, and JSB stockholders can call
Edward Lekstutis, Vice President, at (516) 887-7000, ext. 372.
Dated: February 1, 2000
EXHIBIT 99.2
AMENDMENT
AMENDMENT, dated as of February 1, 2000, by and between NORTH
FORK BANCORPORATION, INC., a Delaware corporation ("NFB"), and JSB
FINANCIAL, INC., a Delaware corporation ("JSB"), to the Amended and
Restated Agreement and Plan of Merger, dated as of August 16, 1999 (the
"Merger Agreement"). Capitalized terms which are not otherwise defined
herein shall have the meanings set forth in the Merger Agreement.
WHEREAS, on January 14, 2000 an alleged stockholder of JSB filed
a purported class action lawsuit in the Court of Chancery of the State of
Delaware against JSB, the individual members of JSB's Board of Directors
and NFB captioned Elliot Wolfson v. JSB Financial, Inc., et. al. (the
"Litigation"); and
WHEREAS, pursuant to a Stipulation and Agreement of Compromise
and Settlement dated as of January 31, 2000 among the parties to the
Litigation, and in accordance with Section 8.3 of the Merger Agreement, NFB
and JSB have agreed to amend the terms of the Merger Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing, and intending
to be legally bound hereby, NFB and JSB agree as follows:
1. Clause (x) of Section 4.1 of the Merger Agreement is hereby
amended by removing the words "and based upon the written opinion of"
therefrom so that clause (x) hereafter shall read in its entirety as
follows:
"(x) the Board of Directors of JSB, after consultation with outside
legal counsel, in good faith deems such action to be legally necessary
for the proper discharge of its fiduciary duties under applicable law"
2. All references to "this Agreement" in the Merger Agreement
shall mean the Merger Agreement as amended hereby.
3. Each of the parties hereto represents to the other that (i)
it has full corporate power and authority to execute and deliver this
Amendment, (ii) the execution and delivery of this Amendment by such party
has been duly and validly approved by the Board of Directors of such party
and no other corporate proceedings on the part of such party are necessary
in connection with the execution and delivery of this Amendment by such
party, and (iii) this Amendment has been duly and validly executed and
delivered by such party and constitutes a valid and binding obligation of
such party, enforceable against such party in accordance with its terms.
4. Except as expressly amended by this Amendment, the Merger
Agreement is hereby ratified and confirmed in all respects.
5. This Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective
when counterparts have been signed by each of the parties and delivered to
the other party, it being understood that all parties need not sign the
same counterpart.
6. This Amendment shall be governed by, and interpreted in
accordance with, the laws of the State of New York, without regard to
conflicts of laws principles.
In Witness Whereof, the parties have caused this Amendment to be
executed by their duly authorized officers as of the 1st day of February,
2000.
NORTH FORK BANCORPORATION, INC.
By: /s/ John Adam Kanas
____________________________
John Adam Kanas
Chairman of the Board,
President and
Chief Executive Officer
JSB FINANCIAL, INC.
By: /s/ Edward P. Henson
____________________________
Edward P. Henson
President and Chief Operating
Officer
EXHIBIT 99.3
AMENDMENT
AMENDMENT, dated as of February 1, 2000, by and between NORTH
FORK BANCORPORATION, INC., a Delaware corporation ("NFB"), and JSB
FINANCIAL, INC., a Delaware corporation ("JSB"), to the Stock Option
Agreement, dated as of August 16, 1999 (the "Stock Option Agreement"), by
and between NFB and JSB. Capitalized terms which are not otherwise defined
herein shall have the meanings set forth in the Stock Option Agreement.
WHEREAS, on January 14, 2000 an alleged stockholder of JSB filed
a purported class action lawsuit in the Court of Chancery of the State of
Delaware against JSB, the individual members of JSB's Board of Directors
and NFB captioned Elliot Wolfson v. JSB Financial, Inc., et. al. (the
"Litigation"); and
WHEREAS, pursuant to a Stipulation and Agreement of Compromise
and Settlement dated as of January 31, 2000 among the parties to the
Litigation, and in accordance with Section 14(b) of the Stock Option
Agreement, NFB and JSB have agreed to amend the terms of the Stock Option
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and intending
to be legally bound hereby, NFB and JSB agree as follows:
1. Section 13 of the Stock Option Agreement is hereby amended
by changing all references to "$30 million" in such Section 13 to "$25
million".
2. All references to "this Agreement" in the Stock Option
Agreement shall mean the Stock Option Agreement as amended hereby.
3. Each of the parties hereto represents to the other that (i)
it has full corporate power and authority to execute and deliver this
Amendment, (ii) the execution and delivery of this Amendment by such party
has been duly and validly approved by the Board of Directors of such party
and no other corporate proceedings on the part of such party are necessary
in connection with the execution and delivery of this Amendment by such
party, and (iii) this Amendment has been duly and validly executed and
delivered by such party and constitutes a valid and binding obligation of
such party, enforceable against such party in accordance with its terms.
4. Except as expressly amended by this Amendment, the Stock
Option Agreement is hereby ratified and confirmed in all respects.
5. This Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective
when counterparts have been signed by each of the parties and delivered to
the other party, it being understood that all parties need not sign the
same counterpart.
6. This Amendment shall be governed by, and interpreted in
accordance with, the laws of the State of New York, without regard to
conflicts of laws principles.
In Witness Whereof, the parties have caused this Amendment to be
executed by their duly authorized officers as of the 1st day of February,
2000.
NORTH FORK BANCORPORATION, INC.
By: /s/ John Adam Kanas
___________________________
John Adam Kanas
Chairman of the Board,
President and
Chief Executive Officer
JSB FINANCIAL, INC.
By: /s/ Edward P. Henson
___________________________
Edward P. Henson
President and Chief
Operating Officer
