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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 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): February 1, 2000
JSB FINANCIAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 001-13157 11-3000874
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
303 MERRICK ROAD, LYNBROOK, NEW YORK 11563
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 887-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1 THROUGH 4, 6 AND 8. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 14, 2000, a purported class action lawsuit was
filed in the Delaware Court of Chancery entitled WOLFSON V. JSB FINANCIAL, INC.,
ET AL. naming JSB Financial, Inc., a Delaware corporation ("JSB"), all of JSB's
directors and North Fork Bancorporation, Inc., a Delaware corporation ("North
Fork"), as defendants. On February 1, 2000, the parties agreed to a 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.
Pursuant to the Settlement Agreement, North Fork and JSB each
agreed to supplement the joint proxy statement-prospectus, dated January 11,
2000, that was 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. The Supplement, dated February 1,
2000, is being mailed to the stockholders of North Fork and JSB on or about
February 1, 2000. A copy of the Supplement is filed as Exhibit 99.1 hereto.
Also pursuant to the Settlement Agreement, North Fork and JSB
agreed to amend the Amended and Restated Agreement and Plan of Merger, dated as
of August 16, 2000, by and between North Fork and JSB, and the Stock Option
Agreement, dated as of August 16, 1999, by and between North Fork and JSB. A
copy of the amendment to the Amended and Restated Agreement and Plan of Merger
is filed as Exhibit 2.1 hereto, and a copy of the amendment to the Stock Option
Agreement is filed as Exhibit 4.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits. The following Exhibits are filed as part
of this report:
EXHIBIT NO. DESCRIPTION
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2.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Amended and Restated Agreement and Plan of
Merger, dated as of August 16, 1999.
4.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Stock Option Agreement, dated as of August
16, 1999.
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.*
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* Incorporated herein by reference to the Registrant's additional
definitive proxy material filed on February 1, 2000 in connection with
the February 10, 2000 Special Meeting of Stockholders.
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SIGNATURES
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.
JSB FINANCIAL, INC.
By: /s/ Thomas R. Lehmann
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Thomas R. Lehmann
Executive Vice President and
Chief Financial Officer
Date: February 1, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Amended and Restated Agreement and Plan of
Merger, dated as of August 16, 1999.
4.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Stock Option Agreement, dated as of August
16, 1999.
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.*
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* Incorporated herein by reference to the Registrant's additional definitive
proxy material filed on February 1, 2000 in connection with the February 10,
2000 Special Meeting of Stockholders.
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EXHIBIT 2.1
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 February 1, 2000 among the parties to the Litigation,
and in accor dance 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 counter parts 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.
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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
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John Adam Kanas
Chairman of the Board, President and
Chief Executive Officer
JSB FINANCIAL, INC.
By:/s/ Edward P. Henson
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Edward P. Henson
President and Chief Operating Officer
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EXHIBIT 4.1
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 February 1, 2000 among the parties to the Litigation,
and in accor dance 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:
7. Section 13 of the Stock Option Agreement is hereby amended
by changing all references to "$30 million" in such Section 13 to "$25 million".
8. All references to "this Agreement" in the Stock Option
Agreement shall mean the Stock Option Agreement as amended hereby.
9. 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.
10. Except as expressly amended by this Amendment, the Stock
Option Agreement is hereby ratified and confirmed in all respects.
11. This Amendment may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when counter parts 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.
12. 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.
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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
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John Adam Kanas
Chairman of the Board, President and
Chief Executive Officer
JSB FINANCIAL, INC.
By:/s/ Edward P. Henson
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Edward P. Henson
President and Chief Operating Officer
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