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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): December 29, 1998
T R FINANCIAL CORP.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other 0-21386 11-3154382
jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1122 FRANKLIN AVENUE, GARDEN CITY, NEW YORK 11530
(Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (516) 742-9300
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1, 2, 3 AND 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On December 29, 1998, T R Financial Corp. ("T R Financial")
issued a press release announcing that its Board of Directors has determined to
exercise its right pursuant to the Agreement and Plan of Merger, dated as of May
25, 1998, by and between T R Financial Corp. and Roslyn Bancorp, Inc. ("Merger
Agreement"), to terminate the Merger Agreement, subject to the right of Roslyn
Bancorp, Inc. ("Roslyn") to increase the exchange ratio of the number of shares
of Roslyn common stock to be received by T R Financial's stockholders in
accordance with the formula set forth in the Merger Agreement, in which case
there would be no termination of the Merger Agreement. This press release is
attached hereto as Exhibit 99 and is incorporated herein by reference.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following Exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
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99 Press Release issued December 29, 1998
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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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.
T R FINANCIAL CORP.
By: /s/ Dennis E. Henchy
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Dennis E. Henchy
Executive Vice President and
Chief Financial Officer
Date: December 29, 1998
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99 Press Release issued December 29, 1998
4
Exhibit 99.1
FOR IMMEDIATE RELEASE DECEMBER 29, 1998
FOR INFORMATION CONTACT:
THEODORE S. AYVAS
VICE PRESIDENT
INVESTOR RELATIONS
(516) 739-4219
(516) 739-4203
T R FINANCIAL CORP. DELIVERS NOTICE TO ROSLYN
GARDEN CITY, NEW YORK, December 29, 1998 -- T R Financial Corp.
(NASDAQ: ROSE), the holding company for Roosevelt Savings Bank, ("Company"),
announced today that its Board of Directors has determined to exercise its right
pursuant to the Agreement and Plan of Merger, dated as of May 25, 1998, by and
between the Company and Roslyn Bancorp, Inc. ("Merger Agreement"), to deliver to
Roslyn a notice to terminate the Merger Agreement pursuant to the Relative
Termination Condition, as described in the Joint Proxy Statement/Prospectus of
the Company and Roslyn, dated November 16, 1998, subject to Roslyn's right to
increase the exchange ratio of the number of shares of Roslyn common stock to be
received by T R Financial's stockholders for each share of T R Financial common
stock owned from 2.05 shares to 2.1137 shares, in accordance with the formula
set forth in the Merger Agreement. Roslyn has until January 2, 1999 to give
written notice to the Company of its decision whether to increase the exchange
ratio, in which case there would be no termination of the Merger Agreement.
The Company also announced today that, pursuant to the Merger
Agreement, it could have elected to terminate the Merger Agreement under the
Absolute Termination Condition, as described in the Joint Proxy
Statement/Prospectus, but that the Company did not elect to do so. Completion of
the transaction now rests in the hands of the Roslyn Board of Directors.
T R Financial Corp. and Roosevelt Savings Bank are headquartered in
Garden City, New York. Roosevelt Savings Bank services its customers from 15
full-service banking facilities located throughout Nassau, Suffolk, Brooklyn and
Queens.
