Filed by Queens County Bancorp, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Queens County Bancorp, Inc.
Commission File No. 0-22278
Ilene A. Angarola
June 27, 2000 Vice President
Investor Relations
718-359-6401, ext. 275
At Haven Bancorp,Inc.: Catherine Califano
Senior Vice President
& Chief Financial Officer
516-683-4483
HAVEN BANCORP, INC. TO MERGE INTO QUEENS COUNTY BANCORP,
FORMING NEW YORK COMMUNITY BANCORP, INC.;
$196 MILLION TRANSACTION EXPECTED TO GENERATE DOUBLE-DIGIT EARNINGS ACCRETION
Queens, N.Y., June 27, 2000 - Queens County Bancorp, Inc. (Nasdaq: QCSB) and
Haven Bancorp, Inc. (Nasdaq: HAVN) today announced the signing of a definitive
agreement under which Haven will merge into Queens County Bancorp, Inc. in a
transaction valued at approximately $196 million.
Under the terms of the agreement, which has been unanimously approved by the
Boards of Directors of both companies, Haven Bancorp shareholders are expected
to receive 1.04 shares of Queens County Bancorp common stock in exchange for
each share of Haven Bancorp stock. The transaction, which is tax-free to Haven's
shareholders, values each share of Haven Bancorp at $18.85, based on Queens
County Bancorp's closing price of $18.125 on June 27, 2000.
The combined entity, to be named New York Community Bancorp, Inc. (and traded on
Nasdaq under the symbol "NYCB"), will have assets of approximately $5.1 billion
and deposits of approximately $3.2 billion prior to a planned restructuring.
Upon completion of the merger, the pro forma company will have a network of 19
traditional branch offices and three customer service centers serving Queens and
Nassau counties, and 62 supermarket branches extending throughout the New York
metropolitan area. In Queens, the company will command an 8% share of the
market, ranking third among thrifts. The traditional branches and customer
service centers will operate under the Queens County Savings Bank banner; the
supermarket branches will continue to operate under the name of CFS Bank.
According to Joseph R. Ficalora, Chairman, President, and Chief Executive
Officer of Queens County Bancorp, Inc., who will serve as Chairman, President,
and Chief Executive Officer of NYCB, it is currently expected that the New
Jersey and Connecticut supermarket branches will be sold. There are no plans to
sell or close any of the traditional branch offices or customer service centers.
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Haven Bancorp to Merge Into Queens County Bancorp 2 2 2 2 2
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The transaction is expected to close in the fourth quarter of 2000, subject to
shareholder and regulatory approvals, and will be accounted for using the
purchase method of accounting. Queens County will repurchase up to 20% of the
shares to be issued in the transaction, and may, under certain circumstances,
purchase shares of Haven prior to closing.
Commenting on the merger, Mr. Ficalora stated, "This transaction marries a
proven deposit generator--Haven--with a proven generator of high quality
assets--Queens County. The case for the combination is compelling, and the new
institution will build upon the respective strengths of the individual entities.
With an 80% pro forma ratio of loans to deposits, there will be significant
opportunity for us to expand our profitable multi-family lending, while at the
same time reaping the benefits of Haven's fee generation capabilities.
"The merger is expected to be approximately 25% accretive to earnings in 2001,"
added Mr. Ficalora, "reflecting an estimated annual cost savings of $14.0
million, or $8.5 million after-tax, equivalent to 20% of Haven's annualized core
operating expense. The combined company will record approximately $31.0 million
in pre-tax merger-related charges, which will be reflected in goodwill.
"As a result of the purchase transaction, Haven's loan and securities portfolios
will be marked to market, providing us with the flexibility to restructure the
balance sheet," Mr. Ficalora said. "Approximately $1.0 billion of one-to-four
family loans and securities are expected to be sold following the merger, and
the proceeds used to reduce the combined company's funding costs. We believe
that this strategy establishes a foundation for significant earnings growth at
NYCB in 2001 and beyond."
Haven's Chairman and Chief Executive Officer Philip Messina added, " We believe
that this strategic transaction with Queens County Bancorp is an excellent
opportunity for Haven shareholders. Recognized as the top performing thrift in
the nation, Queens County is a respected financial institution with an
attractive currency, a strong dividend, and a commitment to the core marketplace
we serve. We look forward to working with Queens County toward a smooth
transition."
It is anticipated that three current members of the Haven Board of Directors
will be named to the Board of NYCB. Upon completion of the merger, William J.
Jennings II, President and Chief Operating Officer of Haven, and Dennis Hodne,
Haven's Senior Vice President, Retail Banking, will join the NYCB executive
management team.
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Haven Bancorp to Merge into Queens County Bancorp 3 3 3 3 3
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New York Community Bancorp will be headquartered in Westbury, New York at
Haven's current executive offices. Commenting on the proposed move to Long
Island, Mr. Ficalora noted, "Earlier this quarter, Queens County Bancorp
negotiated a transaction calling for the sale of its executive office building
to the developer who previously contracted to acquire the adjacent parking lot,
for a pre-tax gain of approximately $14.0 million. The move to Haven's
headquarters will enable us to realize both tax and operating benefits. At the
same time, we will reap the benefits of the sale of our Main Street property."
Arrangements have been made to relocate the Bank's main branch in Flushing to a
commercial banking office on Roosevelt Avenue, one block away.
In connection with the merger agreement, Haven issued a stock option to Queens
County to purchase, under certain circumstances, up to 19.9% of Haven's common
stock.
Queens County Bancorp will conduct a conference call on Wednesday, June 28,
2000, at 9:00 a.m. to elaborate on the strategic and financial implications of
the merger with Haven Bancorp, Inc. In the United States, the phone number to
call is 888-790-1827 (Password: New York Community Bank). International calls
may be placed to 312-470-0138. The conference call presentation may be obtained
by logging on to the Company's web site, www.qcsb.com. The conference call will
be available for replay through midnight, Thursday, June 29, 2000, at the
following numbers: 888-566-0430 (domestic) and 402-998-0602 (international).
Queens County Bancorp, Inc. is the $2.0 billion holding company for Queens
County Savings Bank, the first savings bank chartered by the State of New York
in the New York City Borough of Queens. The Bank gathers deposits from its
customers in Queens and Nassau County through 11 traditional banking offices and
three customer service centers, and invests these funds in the origination of
multi-family mortgage loans throughout metropolitan New York. Additional
information about the Company and its financial performance may be found at
www.qcsb.com.
Haven Bancorp, Inc. is the $3.0 billion holding company for CFS Bank, a
community-oriented institution offering deposit products, residential and
commercial real estate loans, and a full range of financial services, including
discount brokerage, mutual funds, annuities, and insurance products, through
eight traditional banking offices and sixty-two supermarket branches located
throughout metropolitan New York.
Queens County Bancorp and Haven Bancorp will be filing a joint proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
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Haven Bancorp to Merge Into Queens County Bancorp 4 4 4 4 4
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Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by Haven Bancorp
will be available free of charge from Haven Bancorp, 615 Merrick Avenue,
Westbury, New York 11590. Documents filed with the SEC by Queens County Bancorp
will be available without charge from the Vice President, Investor Relations,
Queens County Bancorp, 38-25 Main Street, Flushing, New York 11354.
The directors, executive officers, and certain other members of management of
Queens County Bancorp and Haven Bancorp may be soliciting proxies in favor of
the merger from the companies' respective shareholders. For information about
these directors, executive officers, and members of management, shareholders are
asked to refer to the most recent proxy statements issued by the respective
companies, which are available at the addresses provided in the preceding
paragraph.
Safe Harbor Provisions of the Private Litigation Reform Act of 1995
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Certain statements contained within this news release are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be identified by their reference to
future periods and include, without limitation, those statements relating to the
anticipated effects of the merger. The following factors, among others, could
cause the actual results of the merger to differ materially from the
expectations stated in this release: the ability of the companies to obtain the
required shareholder or regulatory approvals of the merger; the ability of the
companies to consummate the merger; the ability to successfully integrate the
companies following the merger; a materially adverse change in the financial
condition of either company; the ability to fully realize the expected cost
savings and revenues; and the ability to realize the expected cost savings and
revenues on a timely basis.
In addition, factors that could cause the actual results of the merger to differ
materially from current expectations include a change in economic conditions;
changes in interest rates, deposit flows, loan demand, real estate values, and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation and regulation; and other economic, competitive, governmental,
regulatory, and technological factors affecting the companies' operations,
pricing, and services.
The company undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.
