UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file Number 0-22516
GreenPoint Financial Corp.
(Exact name of Registrant as Specified in its Charter)
Delaware 06-1379001
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
90 Park Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 834-1710
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.01 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. /X/ Yes / / No
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- K or any amendment to
this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 9, 1998, was $2,767,115,340. This figure is based on the
last sale price per share of the registrant's common stock on the New York Stock
Exchange on June 9, 1998 of $41.25.
The number of shares of the registrant's Common Stock issued and outstanding as
of June 5, 1998 was 83,809,702 shares.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12 and 13 of Part II incorporate by reference certain portions of
the definitive Proxy Statement for the Annual Meeting of Shareholders held on
May 1, 1998 and the Annual Report to Shareholders for fiscal 1997.
EXPLANATORY NOTE
This amendment amends the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 26, 1998. The only items amended
hereby are the cover page and Items 10 through 13 of such report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information presented under the heading "Information with Respect to
Nominees and Continuing Directors" on pages 3 through 5 in the Company's
definitive Proxy Statement for its Annual Meeting of Shareholders held on May 1,
1998 (the "1998 Proxy Statement"), which was filed with the SEC on March 19,
1998, is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Compensation-related information presented under the headings "Directors'
Compensation" and "Executive Compensation" (excluding the Stock Performance
Graph on page 12) on pages 7 through 8 and 10 through 14, respectively, in the
1998 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to security ownership of certain beneficial owners
and management presented under the headings "Voting Securities and Principal
Holders Thereof" and "Securities Owned by Directors and Executive Officers" on
pages 1 through 2 and 6, respectively, in the 1998 Proxy Statement is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions
presented under the heading "Transactions with Certain Related Persons" on page
17 in the 1998 Proxy Statement is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1933, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 9, 1998.
GREENPOINT FINANCIAL CORP.
(Registrant)
By /s/ Thomas S. Johnson
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Thomas S. Johnson
Chairman and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on June 9, 1998.
/s/ Thomas S. Johnson
------------------------------------------
Thomas S. Johnson,
Chairman and Chief
Executive Officer
(Principal Executive Officer)
/s/ Bharat B. Bhatt
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Bharat B. Bhatt
Member of the Board, President
and Chief Operating Officer
------------------------------------------
Dan F. Huebner, Director
/s/ William M. Jackson
------------------------------------------
William M. Jackson, Director
/s/ Susan J. Kropf
------------------------------------------
Susan J. Kropf, Director
/s/ Robert M. McLane
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Robert M. McLane, Director
/s/ Charles B. McQuade
------------------------------------------
Charles B. McQuade, Director
/s/ Alvin N. Puryear
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Alvin N. Puryear, Director
/s/ Robert P. Quinn
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Robert P. Quinn, Director
/s/ Edward C. Schmults
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Edward C. Schmults, Director
/s/ Wilfred O. Uhl
-------------------------------------------
Wilfred O. Uhl, Director
<PAGE>
/s/ Robert F. Vizza
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Robert F. Vizza, Director
/s/ Jules Zimmerman
------------------------------------------
Jules Zimmerman, Director
/s/ Charles P. Richardson
-------------------------------------------
Charles P. Richardson
Executive Vice President
/s/ Jeffrey R. Leeds
------------------------------------------
Jeffrey R. Leeds
Executive Vice President, Finance
(Principal Financial Officer)
/s/ Mary Beth Farrell
-------------------------------------------
Mary Beth Farrell
Senior Vice President and Comptroller
