SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FROM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 27, 1999
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JSB FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-13157 11-3000874
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
303 Merrick Road, Lynbrook, New York 11563
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(address of principal executive offices, including zip code)
(516) 887-7000
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
JSB Financial, Inc. issued a press release on October
20, 1999 announcing its third quarter 1999 results
and that a date has been set for a special meeting of
stockholders to approve the merger agreement with
North Fork Bancorporation. The press release issued
by the Registrant described herein is attached hereto
as Exhibit 99.1 and is hereby incorporated herein by
reference in its entirety.
Item 7. Financial Statements and Exhibits
Exhibits: The following Exhibits are files as part of
this report:
Exhibit No. Description
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99.1 Press Release dated October 20, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JSB FINANCIAL, INC.
By: Thomas R. Lehmann
-----------------
Thomas R. Lehmann
Executive Vice President and
Chief Financial Officer
Date: October 27, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release issued October 20, 1999
FOR IMMEDIATE RELEASE
CONTACT:
Edward Lekstutis
Thomas R. Lehmann
JSB Financial, Inc.
(516)887-7000
www.jsbf.com
JSB FINANCIAL, INC. ANNOUNCES THIRD QUARTER RESULTS
SETS DATE FOR SPECIAL MEETING OF STOCKHOLDERS
Lynbrook, New York, October 20, 1999 - JSB Financial, Inc. (the "Company")
(NYSE-JSB), the holding company for Jamaica Savings Bank FSB, (the "Bank") today
reported net income for the third quarter of 1999 of $7.2 million, or $.76 per
diluted share; compared to net income for the third quarter of 1998 of $11.4
million, or $1.13 per diluted share. Net income for the first nine months of
1999, was $21.6 million, or $2.27 per diluted share; compared with $34.2
million, or $3.37 per diluted share, for the comparative 1998 period. The 1998
periods included significant non-recurring items, which increased net income
after tax for the quarter and nine months ended September 30, 1998 by $4.4
million and $12.1 million, respectively. Excluding the effect of these
non-recurring items, discussed below, diluted earnings per share for the three
and nine months ended September 30, 1998 would have been $.70 and $2.18.
Net income and per share results for the nine months ended September 30, 1998
included income related to the final settlement on a $12.8 million
non-performing mortgage loan. Under the mortgage settlement, all contractual
principal, interest, legal and other fees were received, resulting in additional
pre-tax income of $4.3 million. Further, the Company experienced a lower
effective tax rate attributable to the realignment of an operating subsidiary of
the Bank, which resulted in tax savings of $3.2 million and $8.2 million for the
quarter and nine months ended September 30, 1998, respectively. The Company
received $636,000 and $1.1 million less in mortgage loan prepayment penalties
during the current three and nine month periods being reported, than were
realized in the comparable 1998 periods. Finally, for the third quarter of 1998,
miscellaneous income (pre-tax) included a gain of $963,000 on the sale of two
subsidiary corporations and $494,000 of income recognized in connection with
refunds of prior years property taxes and medical premiums. For the first nine
months of 1999, the Company reported a $936,000 increase in income from real
estate operations, primarily related to gains realized on the sale of
condominium apartments owned by a real estate subsidiary. Net of taxes, the
increase in real estate operations increased net income for the current three
and nine month periods being reported by $526,000, or $.06 per diluted share.
<PAGE>
Net interest income for the third quarter and first nine months ended September
30, 1999 was $18.1 million and $54.5 million, respectively, compared to $17.9
million and $54.2 million, respectively, for the third quarter and first nine
months ended September 30, 1998.
Park T. Adikes, Chairman and Chief Executive Officer of JSB Financial, Inc.,
commented: "Our core earnings remained on course. The results for 1998, as we
previously emphasized, included non-recurring income items and tax savings that
could not be expected in the future. In addition to continuing to successfully
operate JSB Financial, we are diligently working to assure that the pending
merger with North Fork Bancorporation is both seamless to our depositors and
other customers and offers long term value to our stockholders." Mr. Adikes
continued, "Subsequent to our entering into a plan of combination with North
Fork, North Fork announced the planned purchase of Reliance Bancorp, in a common
stock transaction valued at approximately $352 million. North Fork's management
believes that the Reliance acquisition will be immediately accretive to North
Fork's GAAP and cash earnings per share, the effect of which is expected to
enhance the value of North Fork's stock, benefiting JSB stockholders."
JSB Financial, Inc. also announced that it has set a date for a special meeting
of stockholders to approve the merger agreement in which North Fork
Bancorporation, Inc. would acquire JSB Financial, Inc. in a pooling-of-interests
transaction. The meeting is scheduled for Thursday, January 13, 2000 at 10:00
a.m. at the Long Island Marriott Hotel and Conference Center, 101 James
Doolittle Blvd., Uniondale, New York, and the record date for stockholders
entitled to vote at the meeting is November 15, 1999. The special meeting date
will be confirmed in the proxy material that will be sent in December to
stockholders of record as of the close of business on the record date.
JSB Financial, Inc. and Jamaica Savings Bank FSB, with combined assets of $1.60
billion and a tangible net worth of $374 million as of September 30, 1999, are
headquartered in Lynbrook New York. The Bank operates through 13 offices, 10 of
which are located in Queens, and one each in Manhattan, Nassau County and
Suffolk County. The Bank's deposits are insured by the Federal Deposit Insurance
Corporation-Bank Insurance Fund up to applicable limits.
Note: JSB Financial's news releases may be accessed on the Bank's website:
http://www/jsbf.com
This release contains certain forward-looking statements and may be identified
by the use of such words as "believe(s)", "expect(s)", "anticipate(s)",
"should", "planned", "estimated" and "potential". The Company's discussion
regarding the anticipated future direction of its net interest margin and
interest rate spread are considered forward-looking statements, which are
subject to various factors which could cause actual results to differ materially
from the statements made. These factors include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, loan demand, real
estate values, and other economic, competitive, governmental, regulatory and
technological factors affecting the Company's operations, pricing, products and
services.
Financial Tables Attached
<PAGE>
<TABLE>
JSB FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------------
1999 1998 1999 1998
------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
- ---------------
Mortgage loans $ 23,091 $ 22,157 $ 68,848 $ 64,518
Debt and equity securities 1,449 2,514 5,244 9,195
Collateralized mortgage obligations and
mortgage-backed securities 1,704 1,711 4,999 4,956
Other loans 328 426 1,048 1,436
Federal funds sold 776 773 2,361 3,151
-------- -------- -------- --------
Total Interest Income 27,348 27,581 82,500 83,256
-------- -------- -------- --------
INTEREST EXPENSE
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Deposits 8,531 9,714 25,879 29,098
Federal Home Loan Bank of New York advances 709 - 2,102 -
-------- -------- -------- --------
Total Interest Expense 9,240 9,714 27,981 29,098
-------- -------- -------- --------
Net Interest Income 18,108 17,867 54,519 54,158
-------- -------- -------- --------
Provision for Loan Losses 1 13 13 41
-------- -------- -------- --------
Net Interest Income After Provision for Loan Losses 18,107 17,854 54,506 54,117
-------- -------- -------- --------
NON-INTEREST INCOME
- -------------------
Real estate operations, net 104 172 1,223 287
Loan fees and service charges 1,309 1,967 3,279 4,559
Recovery of prior period expenses for troubled loans - - - 4,346
Miscellaneous (loss)/income (28) 1,359 (41) 1,766
-------- -------- -------- --------
Total Non-Interest Income 1,385 3,498 4,461 10,958
-------- -------- -------- --------
NON-INTEREST EXPENSE
- --------------------
Compensation and benefits 3,894 4,167 11,932 11,941
Occupancy and equipment expenses, net 1,441 1,416 4,155 3,919
Federal deposit insurance premiums 34 36 104 108
Other general and administrative 1,494 1,532 4,984 4,850
-------- -------- -------- --------
Total Non-Interest Expense 6,863 7,151 21,175 20,818
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Income Before Provision for Income Taxes 12,629 14,201 37,792 44,257
Provision for Income Taxes 5,427 2,824 16,218 10,030
-------- -------- -------- --------
Net Income $ 7,202 $ 11,377 $ 21,574 $ 34,227
======== ======== ======== ========
Earnings and Cash Dividends Per Common Share:
- ---------------------------------------------
Basic earnings per common share $ 0.78 $ 1.16 $ 2.32 $ 3.47
======== ======== ======== ========
Diluted earnings per common share $ 0.76 $ 1.13 $ 2.27 $ 3.37
======== ======== ======== ========
Basic weighted average common shares 9,284 9,830 9,319 9,864
======== ======== ======== ========
Diluted weighted average common & dilutive
potential shares 9,484 10,093 9,520 10,159
======== ======== ======== ========
Cash dividends per common share $ 0.45 $ 0.40 $ 1.35 $ 1.20
======== ======== ======== ========
Comprehensive Income:
- ---------------------
Net Income $ 7,202 $ 11,377 $ 21,574 $ 34,227
Other comprehensive income, net of tax
Net unrealized (depreciation)/appreciation on securities
available-for-sale, net of tax (4,229) (2,206) (2,483) 3,237
-------- -------- -------- --------
Comprehensive Income $ 2,973 $ 9,171 $ 19,091 $ 37,464
======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
JSB FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, except share and per share amounts)
<CAPTION>
September 30, December 31,
1999 1998
----------------- ---------------
<S> <C> <C>
ASSETS
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Cash and due from banks $ 12,753 $ 13,849
Federal funds sold 32,500 99,000
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Cash and cash equivalents 45,253 112,849
Securities available-for-sale, at estimated fair value 79,173 83,592
Securities held-to-maturity, net 193,540 208,457
Other investments 10,833 8,922
Mortgage loans, net 1,207,177 1,146,915
Other loans, net 19,631 22,744
Premises and equipment, net 18,310 18,340
Interest due and accrued 8,840 8,773
Real estate held for sale and Other real estate 558 785
Other assets 12,455 10,272
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Total Assets $ 1,595,770 $ 1,621,649
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LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $ 1,092,044 $1,124,166
Federal Home Loan Bank of New York advances 50,000 50,000
Advance payments for real estate taxes and insurance 20,848 13,993
Official bank checks outstanding 17,784 11,604
Deferred tax liability, net 24,715 25,476
Accrued expenses and other liabilities 16,147 13,934
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Total Liabilities 1,221,538 1,239,173
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STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value, 15,000,000 shares
authorized; none issued) - -
Common stock ($.01 par value, 65,000,000 shares authorized;
16,000,000 issued; 9,289,793 and 9,505,923
outstanding, respectively) 160 160
Additional paid-in capital 170,219 168,663
Retained income, substantially restricted 345,616 337,474
Common stock held by Benefit Restoration Plan Trust,
at cost (196,823 and 193,723 shares, respectively) (4,758) (4,477)
Common stock held in treasury, at cost, (6,710,207
and 6,494,077 shares, respectively) (175,393) (160,215)
Accumulated other comprehensive income:
- ---------------------------------------
Net unrealized gain on securities available-for-sale, net of tax 38,388 40,871
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Total Stockholders' Equity 374,232 382,476
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Total Liabilities and Stockholders' Equity $ 1,595,770 $ 1,621,649
=========== ===========
</TABLE>
<PAGE>
<TABLE>
JSB FINANCIAL, INC. AND SUBSIDIARY
FINANCIAL TABLE
<CAPTION>
FINANCIAL RATIOS AND OTHER DATA
- -------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Annualized Annualized
---------- ----------
<S> <C> <C> <C> <C>
Return on average equity 7.59 % 11.99 % 7.68 % 12.23 %
Return on average assets 1.79 2.92 1.78 2.93
Interest rate spread 4.07 4.01 4.05 4.07
Net interest margin 4.90 4.93 4.88 4.98
Non-interest expense to average assets 1.71 1.84 1.75 1.78
Efficiency ratio (1) 35.31 36.01 36.60 35.41
Average equity to average assets 23.64 24.38 23.21 23.97
Average interest-earning assets to
average interest-bearing liabilities 1.33 X 1.34 X 1.33 X 1.34 X
</TABLE>
<TABLE>
MEASURES OF ASSET QUALITY
<CAPTION>
- -------------------------
September 30, December 31,
Ratios 1999 1998
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<S> <C> <C>
Non-performing loans/gross loans (2) 0.02 % 0.04 %
Non-performing assets/total assets (3) 0.04 0.04
Allowance for loan losses/net loans 0.48 0.51
Allowance for loan losses/non-performing loans 19.34 X 13.19 X
Other Data
(Dollars in thousands, except per share amounts)
Non-performing loans (2) $ 307 $ 449
Non-performing assets 708 726
Non-accrual loans - 213
Loans 90 days past due, but still accruing 307 236
Allowance for possible loan losses 5,937 5,924
Stockholder Value
Tangible net worth $374,232 $ 382,476
Book value per share $ 40.28 $ 40.25
<FN>
(1) Non-interest expense, excluding other real estate expense/(income),
divided by net interest income, plus loan fees and service charges.
(2) Includes loans which are 90 days or more in arrears which are still
accruing interest and non-accrual loans.
(3) Includes non-performing loans; ORE; and any other investment where the
recovery of contractual principal and interest is questionable.
</FN>
</TABLE>
