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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): January 23, 1999
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, 4, 6, 8 AND 9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 24, 1999, T R Financial Corp. ("T R Financial") and
Roslyn Bancorp, Inc. ("Roslyn") jointly issued a press release announcing that,
on January 23, 1999, T R Financial's Board of Directors decided to withdraw the
notice delivered to Roslyn on December 29, 1998 to terminate the Agreement and
Plan of Merger, dated as of May 25, 1998, by and between Roslyn and T R
Financial ("Merger Agreement"). As a result of such withdrawal, Roslyn and T R
Financial will go forward with the proposed merger of T R Financial and Roslyn.
Upon consummation of the merger, T R Financial's stockholders will receive 2.05
shares of Roslyn common stock for each share of T R Financial common stock held.
The closing of the merger is expected to take place in February 1999, subject to
the satisfaction of customary closing conditions included in the Merger
Agreement. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As part of T R Financial's withdrawal of the termination
notice, T R Financial and Roslyn also entered into the First Amendment, dated as
of January 23, 1999, to the Merger Agreement. The First Amendment provides,
among other things, that (i) the number of T R Financial's directors who will
become new Roslyn directors will be increased from four to five, (ii) A. Gordon
Nutt, T R Financial's President and Chief Administrative Officer, will be
elected or appointed as the Executive Vice President and Special Transition
Officer of Roslyn, (iii) Dennis E. Henchy, T R Financial's Executive Vice
President and Chief Financial Officer, will be elected or appointed as the
Senior Vice President and Director of Corporate Strategic Planning of Roslyn and
(iv) the Initial Termination Date, as defined in Section 6.1 of the Merger
Agreement, will be extended from January 31, 1999 to February 28, 1999. A copy
of the First Amendment is attached hereto as Exhibit 2.1.
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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2.1 First Amendment, dated as of January 23, 1999, to the
Agreement and Plan of Merger, dated as of May 25, 1998, by
and between Roslyn Bancorp, Inc. and T R Financial Corp.
99.1 Press Release issued January 24, 1999
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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: January 29, 1999
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 First Amendment, dated as of January 23, 1999, to
the Agreement and Plan of Merger, dated as of May
25, 1998, by and between Roslyn Bancorp, Inc. and
T R Financial Corp.
99.1 Press Release issued January 24, 1999
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FIRST AMENDMENT
DATED AS OF JANUARY 23, 1999
TO THE
AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 25, 1998
BY AND BETWEEN
ROSLYN BANCORP, INC.
AND
T R FINANCIAL CORP.
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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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FIRST AMENDMENT, dated as of January 23, 1999 ("Amendment"), to the
Agreement and Plan of Merger, dated as of May 25, 1998 ("Merger Agreement"), by
and between Roslyn Bancorp, Inc. ("RBI") and T R Financial Corp. ("TRFC").
INTRODUCTORY STATEMENT
RBI and TRFC have entered into the Merger Agreement, and,
pursuant to Section 8.3 of the Merger Agreement, the parties thereto may from
time to time amend or modify the Merger Agreement in accordance with the
provisions of Section 8.3.
The Board of Directors of RBI and TRFC have approved and
authorized this Amendment, and all actions necessary or appropriate to make this
Amendment a valid agreement enforceable according to its terms have been taken
and the execution and delivery of this Amendment by RBI and TRFC have in all
respects been duly authorized by RBI and TRFC, respectively.
In consideration of their mutual promises and obligations
hereunder, RBI and TRFC hereby agree that, effective as of the date first
written above, the Merger Agreement shall be, and it hereby is, amended as
follows:
1. Section 4.13(a) of the Merger Agreement is amended by
replacing the word "four" with the word "five" in both places where such word
appears.
2. Section 4.13(b) of the Merger Agreement is amended by deleting
the phrase "as well as an employment agreement with each of two additional
executive officers of TRFC to be determined by RBI and TRFC" and by adding the
following sentence at the end thereof:
At the Effective Time, RBI shall enter into mutually
acceptable employment agreements with each of A. Gordon Nutt
and Dennis E. Henchy, with a period of employment of one year
and with the titles and base compensation set forth in Section
4.13(e) hereof.
3. A new Section 4.13(e) shall be added to the Merger Agreement,
which shall read as follows:
(e) As of the Effective Time, A. Gordon Nutt shall be
elected or appointed as the Executive Vice President and
Special Transition Officer of RBI and RBI Bank and shall
receive a base salary at an annual rate of no less than
$200,000 per year. As of the Effective Time, Dennis E. Henchy
shall be elected or appointed as Senior Vice President and
Director of Corporate Strategic Planning of RBI and RBI Bank
and shall receive a base salary at an annual rate of no less
than $150,000 per year.
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4. Section 4.16(b)(ii) of the Merger Agreement is amended by
adding the following language at the end of the first sentence:
; PROVIDED, HOWEVER, that if the Closing Date shall occur
after December 31, 1998, the participants in the Performance
Compensation Plan and Performance Compensation Program shall
be paid the full amount due under the Plan and the Program for
1998 on or before December 31, 1998, and the participants
shall be paid an additional amount on the Closing Date equal
to the amount paid for 1998 multiplied by a fraction, the
numerator of which is the number of days in 1999 through the
Closing Date of the Merger and the denominator of which is
365. The total of such additional amounts to be paid on the
Closing Date shall not exceed, in the aggregate, $400,000, and
if the aggregate amount payable under the immediately
preceding sentence would otherwise exceed $400,000, the amount
payable to each participant shall be reduced proportionately
so that the aggregate amount so payable shall not exceed
$400,000.
5. Section 4.17 of the Merger Agreement is amended by adding the
following sentence after the last sentence of Section 4.17:
Service on the Advisory Board will, for purposes of the TRFC
Option Plans and the RBI 1997 Stock-Based Incentive Plan, be
treated as service for RBI and/or RBI Bank for all such
purposes, except to the extent such treatment would prevent
RBI's receipt of a letter from its independent certified
public accountants to the effect that the Merger shall be
qualified to be treated as a pooling-of-interests for
accounting purposes, as contemplated by Section 5.1(f) of this
Agreement.
6. A new Section 4.20 shall be added to the Merger Agreement,
which shall read as follows:
Section 4.20. TRFC EMPLOYEE STOCK OWNERSHIP PLAN.
Notwithstanding anything in this Agreement to the contrary,
the T R Financial Corp. Employee Stock Ownership Plan ("ESOP")
shall be terminated effective as of the Closing Date, after
giving effect to Section 16 of the ESOP.
7. Section 6.1(d) of the Merger Agreement is amended by replacing
"January 31, 1999" with "February 28, 1999."
8. Section 6.1(e) of the Merger Agreement is deleted in its
entirety.
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9. Unless otherwise expressly defined in this Amendment or the
context otherwise requires, capitalized and other terms for which meanings are
provided in the Merger Agreement shall have such meanings when used in this
Amendment.
10. Except as set forth in this Amendment, all other terms,
covenants, provisions and conditions of the Merger Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
ROSLYN BANCORP, INC.
By: /s/ Joseph L. Mancino
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Joseph L. Mancino
Chairman of the Board, President and
Chief Executive Officer
T R FINANCIAL CORP.
By: /s/ John M. Tsimbinos
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John M. Tsimbinos
Chairman of the Board and
Chief Executive Officer
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Letterhead of T R Financial Corp.
FOR IMMEDIATE RELEASE
January 24, 1999
For information contact:
T R Financial Corp.
Theodore S. Ayvas
Vice President
Investor Relations
(516) 739-4219
(516) 739-4203
Roslyn Bancorp, Inc.
Michael P. Puorro
Chief Financial Officer
(516) 621-6000 Ext. 1224
ROSLYN BANCORP, INC. AND T R FINANCIAL CORP. (ROOSEVELT SAVINGS)
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JOINTLY ANNOUNCE DECISION TO GO FORWARD WITH MERGER CREATING
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FOURTH LARGEST THRIFT IN NEW YORK STATE
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ROSLYN, NY and GARDEN CITY, NY, January 24, 1999 -- Roslyn Bancorp,
Inc. (NASDAQ-RSLN), the holding company for The Roslyn Savings Bank, and T R
Financial Corp. (NASDAQ-ROSE), the holding company for Roosevelt Savings Bank,
announced today that T R Financial's Board of Directors has withdrawn the notice
delivered to Roslyn on December 29, 1998 to terminate the Agreement and Plan of
Merger, dated as of May 25, 1998, by and between Roslyn and T R Financial. As a
result of such withdrawal, Roslyn and T R Financial will go forward with the
proposed merger, and T R Financial's stockholders will receive 2.05 shares of
Roslyn common stock for each share of T R Financial common stock held. The
closing of the merger is expected to take place in February, subject to the
satisfaction of customary closing conditions.
Joseph L. Mancino, Chairman, President and Chief Executive Officer of
Roslyn Bancorp, Inc. stated, "We are excited about this combination of two
strong community-minded financial institutions. This merger will provide Roslyn
with the market share necessary to significantly capitalize on cross-selling our
array of products and quality services to our customers. We will have $7.7
billion in assets, more than $4.1 billion in deposits, and 25 full-service
banking locations. This significantly strengthens and expands the Roslyn
franchise. Roslyn now becomes one of the top 10 banks in deposit market share in
Brooklyn, Queens, Nassau and Suffolk counties, whose combined populations exceed
that of 39 individual states across the nation. In addition, Roslyn is now fifth
in deposit market share in Nassau County which is part of the third highest
statistical area in terms of median household income in the nation."
<PAGE>
Commenting on the decision to withdraw the termination notice and
consummate the merger with Roslyn, John M. Tsimbinos, T R Financial's Chairman
and CEO, stated that "After a careful review of all relevant factors and
Roslyn's continued favorable operating-performance and long-term prospects, our
Board determined that the transaction with Roslyn will provide our stockholders
with significant value."
Mr. Mancino added, "We are extremely pleased to welcome the customers
and stockholders of T R Financial Corp. and Roosevelt Savings Bank to the Roslyn
family. While I will remain President and CEO of Roslyn and Chairman of the
Board, President and CEO of Roslyn Savings, Roslyn also welcomes John Tsimbinos,
Chairman and Chief Executive Officer of both T R Financial Corp. and Roosevelt
Savings Bank as Chairman of Roslyn Bancorp, Inc. and Vice Chairman of Roslyn
Savings." In addition to Mr. Tsimbinos, Mr. Mancino stated that Maureen E.
Clancy, Leonard Genovese, A. Gordon Nutt and Spiros J. Voutsinas, all currently
directors of T.R. Financial Corp. and Roosevelt Savings Bank, will become
directors of both Roslyn Bancorp, Inc. and The Roslyn Savings Bank. Mr. Mancino
further noted that complimenting the existing Rosyln Senior Management Team, Mr.
Nutt, T R Financial's President and CAO will be appointed to the newly created
position of Executive Vice President and Special Transition Officer of Roslyn,
and Dennis Henchy, T R Financial's Executive Vice President and CFO will join
Roslyn as the Senior Vice President and Director of Corporate Strategic
Planning. Mr. Tsimbinos said, "Such actions will enable Roslyn to take advantage
of the substantial experience and expertise of these individuals, who were so
instrumental in causing the value of T R Financial common stock to rise more
than 800% in the six years since its initial public offering in June 1993." Mr.
Mancino said, "Our integration plans are complete, projected cost savings will
be realized, and our system conversion will be accomplished by February 22,
1999. Overall, we are confident that this transaction represents an excellent
opportunity for long-term stockholder value while improving the quality and
availability for services for our customers and communities."
Roslyn Bancorp, Inc. and The Roslyn Savings Bank are headquartered in
Roslyn, NY. The Roslyn Savings Bank operates 10 full-service banking locations
in Nassau and Suffolk counties on Long Island and 14 mortgage origination
offices of Roslyn National Mortgage Corporation in New York, New Jersey,
Connecticut, Delaware and Pennsylvania, Virginia and Maryland.
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.
Statements contained in this news release which are not historical
facts are forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
companies with the Securities and Exchange Commission from time to time.
Roslyn Bancorp, Inc.'s press releases are available by fax at no charge
through Business Wire's News-On-Demand service. For an index of Roslyn Bancorp,
Inc.'s press releases or to
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obtain a specific release, call (888) 329-4697 or visit us on the worldwide web
at: http://www.roslynsavings.com.
T R Financial Corp.'s press releases are available at no charge through
PR Newswire's Company News On-Call fax service and on PR Newswire's Web Site.
For a menu of T R Financial Corp.'s press releases or to retrieve a specific
release, call (800) 758-5804, extension 755889, or http://www.prnewswire.com on
the Internet.
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