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
Date of Report (Date of earliest event reported): April 11, 1998
GreenPoint Financial Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-22516 06-1379001
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
90 Park Avenue, New York, New York 10016
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(Address of principal executive offices)
(212) 834-1711
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(Registrant's telephone number, including area code)
This document contains 3 pages.
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ITEM 5. OTHER EVENTS
On April 13, 1998, GreenPoint Financial Corp., a Delaware
corporation (the "Company"), issued a press release announcing the
execution of a Stock Purchase Agreement, dated as of April 11, 1998,
between GreenPoint Bank, a New York chartered savings bank and
wholly-owned subsidiary of the Company (the "Bank"), and BankAmerica
Corporation, a Delaware corporation ("BankAmerica"), providing for the
purchase by the Bank of the manufactured housing loans business of
BankAmerica Housing Services, a division of Bank of America, FSB, a
federal savings bank and wholly-owned subsidiary of BankAmerica, for a
cash premium of $603 million (the "Transaction"). A copy of the Company's
press release is filed herewith as Exhibit 99.1 and is hereby incorporated
herein by reference.
The Transaction will constitute a purchase for accounting and
financial reporting purposes, and consummation of the Transaction is
subject to satisfaction of certain conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this report:
Exhibit 99.1 Press Release dated April 13, 1998.
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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.
GREENPOINT FINANCIAL CORP.
Date: April 21, 1998 By: /s/ Howard Bluver
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Name: Howard Bluver
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated April 13, 1998.
Exhibit 99.1
NEWS RELEASE
90 Park Avenue
New York, NY 10016
[LOGO]
FOR RELEASE:
7:00 A.M., MONDAY, APRIL 13, 1998
CONTACT:
Investors: Jeffrey Bergman, 212.834.1113
Media: Richard Humphrey, 212.834.1201
Richard Torrenzano, The Torrenzano Group, Ltd., 212.681.1700
GREENPOINT FINANCIAL TO ACQUIRE
BANKAMERICA HOUSING SERVICES
$603 MILLION PURCHASE MAKES GREENPOINT
NUMBER TWO LENDER FOR MANUFACTURED HOUSING
NEW YORK, April 13 -- GreenPoint Financial Corp. (NYSE: GPT) today announced a
definitive agreement to purchase BankAmerica Housing Services (BAHS), a division
of Bank of America, FSB for a cash premium of $603 million.
BankAmerica Housing Services is the second largest originator and servicer of
manufactured housing loans, with annual originations of more than $2.5 billion
and a servicing portfolio of $10.6 billion. BAHS, with 1,500 employees, has a
national sales and service network of 45 offices and more than 5,000 dealer
relationships in 48 states.
"This acquisition brings GreenPoint another asset generation niche, with a high
market share, which is strategically compatible with our existing business,"
said Thomas S. Johnson, Chairman and Chief Executive Officer of GreenPoint
Financial.
"Providing significant revenue growth through the diversification of our lending
products, it expands the borrower pool, adds a new origination channel, and a
$10 billion servicing
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portfolio," he continued. "Further, we are acquiring the revenue associated with
this servicing portfolio without taking on any existing credit risk."
"With key BAHS management, led by John Wheeler, remaining in place, I am
confident this proven team will continue to grow the business. This will also
allow us to maintain and enhance the excellent dealer relationships established
by BAHS," Mr. Johnson concluded.
MANUFACTURED HOUSING AND NO DOCUMENTATION LENDING SIMILAR
"Both manufactured housing loans and GreenPoint's no-documentation mortgages
are niche residential lending businesses," said Mr. Johnson. "Both are
national in scope with leading market positions and solid growth prospects.
"In addition," Mr. Johnson added, "the borrowers for both businesses are
purchasers not served by the conventional mortgage market. Both businesses enjoy
premium pricing and prepayment speeds slower than conventional mortgages." Mr.
Johnson said, "This combination provides GreenPoint higher asset values than
conventional loan products."
The company expects to employ conservative assumptions of future delinquencies,
loan prepayments and discount rate for gain-on-sale accounting. "Despite this
conservative approach," Mr. Johnson said, "the acquisition will produce
immediate earnings accretion."
Specifically, accretion to cash earnings per share is expected to be 5.3% in
1999, 9.3% in 2000, and 10.2% in 2001. Accretion to GAAP earnings per share is
expected to be 5.3% in 2000, and 7.5% in 2001.
THE MANUFACTURED HOUSING MARKET
With the purchase, GreenPoint will enter a manufactured housing market that has
been growing in size and improving in quality. Approximately 24% of the nation's
new housing starts in 1997 were manufactured housing units, with the market
experiencing more than 10% annual growth since 1992. A growing percentage of new
manufactured housing financings include land loans, a product where GreenPoint's
national appraisal platform will add significant value.
DEAL TO BE FINANCED WITH GREENPOINT STOCK OFFERING
The purchase price is comprised of a $603 million premium and a payment of
approximately $100 million for net tangible assets at fair value. The
acquisition will be treated as a purchase accounting transaction, resulting in
approximately $515 million of tax-deductible goodwill, and will be amortized
over 15 years. It will be financed through available capital and an offering of
approximately $575 million in GreenPoint common stock prior to closing, expected
during the third quarter.
The purchase includes BAHS' loan origination and servicing platforms, its
servicing portfolio and related revenue stream, and a warehouse portfolio of
$800 million in loans to be originated prior to closing.
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MANAGEMENT STRENGTHS
"This fourth acquisition in four years is the result of our dedication to
identifying strategic opportunities and delivering shareholder value," said
Mr. Johnson. "We have an experienced management team and the demonstrated
capability to integrate acquisitions successfully."
In 1995, GreenPoint Financial acquired the 60 New York branches of Home Savings
of America, with $8.1 billion in deposits; and the residential mortgage
origination business of BarclaysAmerican/Mortgage Corp. These acquisitions were
critical to GreenPoint's successful national expansion of its NoDoc mortgage
business. In 1997, GreenPoint originated more than 20,000 NoDoc mortgages,
totaling $2.9 billion, through 26 mortgage offices in major markets nationwide.
Last year GreenPoint acquired Citizens Financial Group's mortgage servicing
operation, allowing the bank to consolidate all of its national and New York
mortgage servicing portfolios and provide the capacity for future growth.
GREENPOINT FINANCIAL CORP.
GreenPoint Financial Corp., a specialty home finance company traded on the NYSE
under the ticker symbol GPT, is the leading national lender in nodocumentation
residential mortgages.
Its principal subsidiaries are GreenPoint Mortgage, a national mortgage banking
company headquartered in Charlotte, NC, and GreenPoint Bank, a New York State
chartered savings bank with $11 billion in deposits in 73 branches serving more
than 400,000 households in the Greater New York area.
FORWARD LOOKING STATEMENTS
This release contains certain forward-looking statements regarding each of
GreenPoint Financial Corp., BankAmerica Housing Services and the combined
Company following the acquisition, including estimates and projections
related to accretion to earnings that may be realized from the
acquisition, enhanced revenue opportunities, cost savings, transaction
charges and other opportunities following the acquisition. The factors
which may cause future results to differ materially from these estimates
and projections include, but are not limited to: risks and uncertainties
related to execution of the acquisition, including integration activities;
prevailing economic conditions; changes in interest rates, loan demand,
real estate values and competition; the level of defaults and prepayments
on loans made by the combined Company; changes in accounting principles,
policies, and guidelines; and other economic, competitive, governmental,
regulatory and technological factors affecting the combined Company's
operations, pricing, products and services.
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