<PAGE>
As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. 333-74839
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
GreenPoint Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1379001
(I.R.S. Employer Identification Number)
(State or Other Jurisdictionof
Incorporation or Organization)
90 Park Avenue
New York, New York 10016
(212) 834-1710
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
----------------
Howard C. Bluver
Senior Vice President and General Counsel
90 Park Avenue
New York, New York 10016
(212) 834-1724
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Agent For Service)
----------------
Copy to:
Craig M. Wasserman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share........ 1,600,000 $35.32 $56,512,000 $15,711
</TABLE>
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(1) Previously paid.
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with the provisions
of Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
GreenPoint Financial Corp.
90 Park Avenue
New York, New York 10016
(212) 834-1710
----------------
1,600,000 Shares
Common Stock
----------------
The stockholders of GreenPoint Financial Corp. listed on page 5 of this
prospectus may sell the shares of GreenPoint common stock being offered under
this prospectus from time to time. None of the GreenPoint common stock is being
offered for sale by GreenPoint and GreenPoint will not receive any of the
proceeds from the sale of the GreenPoint common stock in this offering.
GreenPoint common stock is listed on the New York Stock Exchange under the
symbol "GPT." On April 12, 1999, the last reported sale price of the GreenPoint
common stock on the New York Stock Exchange was $33.563 per share.
The selling stockholders may sell all or a portion of the shares of
GreenPoint common stock being offered under this prospectus at market prices
prevailing at the time of sale, at prices based on those prevailing market
prices, at negotiated prices or at fixed prices that may be changed. Sales may
be made directly by the selling stockholders or may be made through agents,
brokers or dealers designated from time to time by the selling stockholders.
See "Plan of Distribution" on page 5.
Investing in securities involves risks. You should see the "Risk Factors"
section beginning on page 1 for information regarding risks that are particular
to GreenPoint.
----------------
These securities have not been approved or disapproved by the Securities and
Exchange Commission, any state securities commission, the New York State
Banking Department or any other state or federal regulatory agency, nor has the
Securities and Exchange Commission, any state securities commission, the New
York State Banking Department, or any other state or federal regulatory agency
passed upon the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
The shares of common stock offered hereby are not savings accounts or
savings deposits and are not insured by the Federal Deposit Insurance
Commission, the Bank Insurance Fund, the Savings Association Insurance Fund or
any other governmental agency.
----------------
Dated April 13, 1999
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors............................................................... 1
About GreenPoint Financial Corp............................................ 3
Recent Developments........................................................ 4
Use of Proceeds............................................................ 4
Selling Stockholders....................................................... 4
Plan of Distribution....................................................... 5
Where You Can Find More Information........................................ 7
Warning Regarding Forward-Looking Information.............................. 8
Legal Matters.............................................................. 9
Experts.................................................................... 9
</TABLE>
i
<PAGE>
Risk Factors
In addition to the other information contained in this prospectus,
prospective investors should consider carefully the following risk factors
relating to GreenPoint Financial Corp. and GreenPoint common stock before
investing in the GreenPoint common stock offered under this prospectus.
GreenPoint Has A Narrow Lending Focus
At December 31, 1998, one- to four-family residential mortgages constituted
85% of GreenPoint's total mortgage portfolio, No Doc lending (a lending program
discussed in the risk factor immediately following this risk factor) accounted
for 99.0% of its total mortgage originations, and 69% of its mortgage loan
portfolio was secured by properties located in New York State, most of which
were located in New York City and the surrounding counties. GreenPoint may not
be able to sustain its historical growth levels in these targeted lending
areas, which may hurt its interest rate margin, interest rate spread and net
income. Further, if other financial institutions establish lending programs
that target one- to four-family residential mortgages by offering lending
products similar to GreenPoint's No Doc program, that intensified competition
might hinder GreenPoint's ability to sustain its lending growth and may also
cause GreenPoint to lose market share. GreenPoint's narrow lending focus may
also place GreenPoint in a less favorable position to increase its market share
in other types of lending than an institution with a broader based lending
business and experience in other types of lending. GreenPoint's focus on the
greater New York City area also means that it is particularly susceptible to
the local economy and to the value of the real estate securing its loans in
that area.
No Doc Lending Involves A Higher Degree of Risk than Conventional Lending
GreenPoint originates most of its loans under its "No Doc" lending program.
Under this program, GreenPoint underwrites real estate loans based primarily on
the borrower's level of equity in the property securing the loan or the amount
of the down payment relative to the size of the loan. GreenPoint does not seek
to independently verify a borrower's income or asset information when making
loans under its No Doc lending program. In contrast, many other lending
institutions use the Federal National Mortgage Association underwriting
guidelines and procedures, which rely more heavily on a borrower's documented
history of repaying loans and other credit obligations and on independently
verified income levels. No Doc loans involve a higher degree of risk than loans
originated in accordance with Federal National Mortgage Association
underwriting guidelines and procedures because No Doc loans require less
verified knowledge of the borrower's level of income or ability to service the
indebtedness, which may result in a higher rate of default.
In addition, because GreenPoint's No Doc underwriting determinations rely on
the market value of the properties securing the loans, declines in real estate
values in GreenPoint's primary lending areas may result in unanticipated
losses, and declines in the regional economies may result in increased
delinquencies or increased foreclosure-related expenses and expenses related to
its other real estate.
GreenPoint's Financial Results May be Adversely Affected Due to the Impact of
Volatile Capital Market Conditions on Securitizations
In connection with GreenPoint's acquisition of the manufactured housing
lending program of Bank of America, FSB, GreenPoint has used and intends to
continue to use securitization as a means of financing the origination of
manufactured housing loans. The securitization process involves pooling loans
and then selling those loans to a securitization trust that simultaneously
issues securities entitling investors to payments backed by the cash flow from
the loans in the trust. GreenPoint continues to act as the servicer of the
loans in the pool after securitization. GreenPoint may retain subordinate
interests in the loan pool in the form of interest-only or residual
certificates that entitle GreenPoint to receive the income from the loan pool
that exceeds the payments due to the holders of the securities.
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<PAGE>
Generally accepted accounting principles require GreenPoint to recognize the
fair market value of its retained interests in the loan pools as income upon
completion of the securitization. The fair market value of these interests will
depend on a number of factors, including conditions in the securities markets
generally, conditions in the asset-backed securities market specifically, the
performance of GreenPoint's previous securitizations and the credit quality and
prepayment patterns of GreenPoint's loans. In accordance with generally
accepted accounting principles, in conjunction with recognizing the income from
securitizations, GreenPoint records assets and liabilities on its balance sheet
reflecting the values of expected future cash flows from the securitization
trust. Changes in any of the factors described above may require GreenPoint to
adjust the recorded value of these assets and liabilities, which may negatively
impact GreenPoint's income.
If GreenPoint fails to securitize its loans on a favorable or timely basis,
its operating results and financial condition could be adversely affected.
GreenPoint's quarterly operating results may fluctuate significantly as a
result of the timing, size or the terms of its securitzations. Also, GreenPoint
depends on the cash generated by securitization to fund future loan
originations or to repay borrowings of the GreenPoint subsidiary engaged in the
manufactured housing lending business.
GreenPoint's Expansion Into New Markets May Result in Increased Losses
In 1998, GreenPoint expanded its lending business into 14 new markets across
the country, and it intends to continue to expand its business into new markets
in 1999 and beyond. Although GreenPoint believes that it has implemented
appropriate underwriting and credit quality controls in these new markets,
GreenPoint is less familiar with the real estate market in these areas, and it
may therefore experience more losses in these new markets. In addition,
GreenPoint's credit losses are likely to increase the longer it holds these
relatively new loans. Also, GreenPoint may not be as successful in originating
loans in these new markets as it has been in New York.
GreenPoint Faces Uncertainty When Expanding by Acquisitions
GreenPoint recently completed its acquisitions of the manufactured housing
lending business of Bank of America, FSB and Headlands Mortgage Company, a
specialty mortgage banking company. See "About GreenPoint Financial Corp" on
page 3 for additional information on the acquired manufactured housing lending
business and "Recent Developments" on page 4 for more information on Headlands.
These transactions resulted in GreenPoint entering two new lines of business.
GreenPoint expects that these new businesses will continue to be operated by
their current managements, and therefore the success of these businesses
depends in large part on their current employees. If GreenPoint is not
successful in retaining the key members of management and the key employees
currently with those businesses, GreenPoint's ability to succeed in these new
businesses will be hurt. In addition, the transactions may not result in the
benefits that GreenPoint expects. For example, GreenPoint cannot be certain
that the transactions will be accretive to cash or GAAP earnings per share,
that it will be able to manage the new businesses successfully, that it will be
able, to the extent appropriate, to integrate them into its existing business
or that it will be able to maintain their current volumes of loan originations.
GreenPoint continually evaluates acquisition opportunities and may undertake
informal discussions or negotiations that may result in future acquisitions.
Because acquisitions typically involve the payment of a premium over book and
market values, future acquisitions could result in dilution to GreenPoint's
income and book value.
GreenPoint's Results May be Harmed by Adverse Changes in Interest Rates
GreenPoint's profitability is dependent to a large extent upon its net
interest income, which is the difference between its interest income on
interest-earning assets, such as loans and investments, and its interest
expense on its deposits and borrowings. Interest rate risk arises in the
ordinary course of GreenPoint's business because the repricing characteristics
of its mortgage loans and other interest-earning assets do not necessarily
match those of its deposit and other interest-bearing liabilities.
2
<PAGE>
Changes in interest rates can also affect the number of loans GreenPoint
originates, as well as the value of its loans and other interest-earning assets
and its ability to realize gains on the sale of those assets and liabilities.
Prevailing interest rates also affect the extent to which borrowers prepay
loans owned by GreenPoint. When interest rates increase, borrowers are less
likely to prepay their loans, and when interest rates decrease, borrowers are
more likely to prepay loans. GreenPoint may then be forced to invest the funds
generated by those prepayments at less favorable interest rates. Similarly,
prepayments on mortgage-backed securities can hurt the value of those
securities and the interest income generated from them.
In addition, an increase in interest rates could hurt the ability of
GreenPoint's borrowers who have loans with floating interest rates to meet
their increased payment obligations. If those borrowers cannot make their loan
payments, then GreenPoint suffers losses, and its level of performing assets
declines.
Increases in interest rates might cause depositors to shift funds from
accounts that have a comparatively lower cost (such as regular savings
accounts) to accounts with a higher cost (such as certificates of deposit). If
the cost of deposits increases at a rate greater than yields on interest-
earning assets increase, GreenPoint's interest-rate spread is hurt.
In addition, increases in interest rates after GreenPoint has made loans to
borrowers but prior to securitizing those loans may narrow the spread between
the interest rate paid by borrowers and the interest rate that must be paid to
investors in securitization or sale transactions, which will reduce the gain on
sale recorded by GreenPoint as a result of those transactions.
About GreenPoint Financial Corp.
GreenPoint Financial Corp. ("GreenPoint") is a bank holding company
organized under the laws of the state of Delaware and registered under the Bank
Holding Company Act of 1956, as amended. GreenPoint provides a variety of
financial services, primarily through three of its subsidiaries: GreenPoint
Bank, a New York State chartered savings bank headquartered in New York, New
York (the "Bank"); GreenPoint Mortgage Corp., a national home mortgage banking
company wholly-owned by the Bank and headquartered in Charlotte, North Carolina
("GPMC"); and GreenPoint Credit Corp., a Delaware corporation wholly-owned by
the Bank and headquartered in San Diego, California ("GCC"). As of December 31,
1998, GreenPoint had consolidated total assets of approximately $14.0 billion,
total net loans of approximately $9.9 billion, total deposits of approximately
$11.2 billion and stockholders' equity of approximately $1.8 billion. The Bank
operates 73 full-service branches in the greater New York City Metropolitan
area.
Through the Bank and GPMC, GreenPoint is primarily engaged in mortgage
lending in New York and across the nation. GPMC originates both adjustable-rate
mortgage and fixed-rate loans. GPMC originates most of its loans through a
network of mortgage brokers, mortgage bankers, attorneys and other real estate
professionals and, to a lesser extent, from customers and members of the local
communities in GPMC's lending area. GPMC specializes in a limited documentation
mortgage loan product referred to as a "No Doc" loan. GPMC has historically
funded its No Doc portfolio with consumer deposits raised through its thrift
operations in the greater New York City Metropolitan area.
As a result of its No Doc lending focus, GPMC traditionally has achieved
higher interest margins and higher levels of net interest income than those
generated by lenders that concentrate on loans underwritten in conformance with
Federal National Mortgage Association standards. This, in turn, has resulted in
a relatively high level of profitability despite traditionally higher levels of
loan delinquencies.
GCC was formed in May 1998 for the purpose of acquiring the operating
business of the BankAmerica Housing Services division of Bank of America, FSB,
a wholly-owned subsidiary of BankAmerica Corporation. The acquired operating
business of the BankAmerica Housing Services division consists primarily of
3
<PAGE>
originating, purchasing and servicing manufactured housing installment sale
contracts and installment loan agreements. GreenPoint completed its acquisition
of the BankAmerica Housing Services division on September 30, 1998.
Recent Developments
On March 30, 1999, GreenPoint completed its acquisition of Headlands
Mortgage Company, a specialty mortgage banking company based in Larkspur,
California ("Headlands"). In accordance with the agreement and plan of merger
by and among GreenPoint, Headlands and a wholly owned subsidiary of GreenPoint
("Merger Sub"), Merger Sub merged with and into Headlands. Headlands survived
the merger and became a wholly owned subsidiary of GreenPoint. Immediately
following the Merger, GreenPoint contributed its interest in the surviving
company to the Bank. As a result of the Merger, each share of Headlands common
stock (other than certain shares held by GreenPoint, Headlands and the
subsidiaries of GreenPoint and Headlands, which were cancelled) was converted
into the right to receive 0.62 shares of GreenPoint common stock, with cash
distributed in lieu of fractional shares. In addition, pursuant to the Merger,
all rights with respect to options to purchase Headlands common stock
outstanding at the effective time of the Merger were converted into rights with
respect to options to purchase GreenPoint common stock. Also in accordance with
the agreement and plan of merger, Peter T. Paul, Chairman, Chief Executive
Officer and President of Headlands, joined GreenPoint's management as a vice
chairman and became a member of the GreenPoint Board of Directors.
Headlands originates, sells, securitizes and services mortgage loans secured
by one- to four-family residences. As a specialty mortgage lender, Headlands
focuses on specialized mortgage loan products for primarily high credit quality
borrowers where the mortgage loans fail to satisfy one or more of the
standardized criteria (other than criteria concerning the borrower's credit
quality) required for sale or exchange through governmental agencies or private
mortgage conduits. As of December 31, 1998, Headlands had consolidated total
assets of approximately $1.1 billion, total net loans held for sale of
approximately $910.8 million and stockholders' equity of approximately $126.3
million.
GreenPoint accounted for the acquisition of Headlands as a "pooling of
interests" for accounting and financial reporting purposes. Additional
information regarding the acquisition and Headlands can be found in the
Registration Statement on Form S-4, File No. 333-72577, filed by GreenPoint
with the Commission on February 17, 1999, which has been incorporated by
reference in this prospectus. See "Where You Can Find More Information" on page
7.
Use of Proceeds
All of the shares of common stock, par value $0.01 per share, of GreenPoint
offered hereby (the "Shares") are being offered by the stockholders (the
"Selling Stockholders") of GreenPoint listed below in "Selling Stockholders."
GreenPoint will not receive any of the proceeds from the sale of the Shares.
GreenPoint will pay certain expenses relating to this offering, estimated to be
approximately $95,211.
Selling Stockholders
GreenPoint issued the Shares to the Selling Stockholders in March 1999 in a
private placement transaction exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act").
The following table sets forth certain information with respect to the
Selling Stockholders, including the name of each Selling Stockholder and the
number of Shares that may be offered by each Selling Stockholder under this
prospectus, all as of March 16, 1999. Because (1) the Selling Stockholders may
offer all or only some of their Shares pursuant to the offering under this
prospectus and (2) there are currently no agreements, arrangements or
understandings regarding the sale of any of the Shares, no estimate can be
given as to the number of shares of GreenPoint common stock that will be held
by the Selling Stockholders after this offering is completed.
4
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<TABLE>
<CAPTION>
Number of
Shares of Number of
Common Shares of
Stock Owned Common
Prior to Stock Being
Name of Selling Stockholder: the Offering: Offered Hereby:
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<S> <C> <C>
Financial Stocks L.P. ........................... 140,000 100,000
Boston Provident Partners, L.P................... 12,300 8,400
International Charitable Interests II Trust...... 2,600 1,800
BP Institutional Partners, L.P................... 2,100 2,100
BP Overseas Partners, Ltd........................ 800 500
Maritime Global Subsidiary I, Ltd. .............. 600 600
Heritage Interests............................... 500 500
Community Interests.............................. 1,100 1,100
Mutual Financial Services Fund................... 319,600 3,600
Mutual Discovery Fund............................ 819,000 33,200
Mutual Beacon Fund............................... 1,087,200 45,200
Mutual Qualified Fund............................ 1,420,800 39,900
Mutual Shares Fund............................... 2,652,800 72,500
Franklin Valuemark Mutual Discovery Securities
Fund............................................ 49,800 1,800
Franklin Valuemark Mutual Shares Securities
Fund............................................ 149,300 3,800
FBR Arbitrage LLC*............................... 125,000 125,000
Maverick Fund LDC................................ 143,200 143,200
Maverick Fund II, Ltd............................ 12,800 12,800
Maverick Fund USA, Ltd........................... 69,000 69,000
John Hancock Regional Bank Fund.................. 3,176,500 50,000
Oppenheimer Equity Income Fund................... 450,000 50,000
Remington Investment Strategies, LP.............. 35,000 27,000
Moore Global Investments, Ltd. .................. 159,500 123,000
Rainbow Partners, L.P............................ 95,100 65,000
McColl Partners Limited Partnership.............. 125,000 125,000
J.S. Fleischer, Trustee/Silver Freedman Taff
Prof Sh Pl f/b/o James S. Fleischer............. 5,000 5,000
S.P. Fleischer Family Trust #1 U/A 4/1/98,
S. Fleischer and J. Fleischer, Trustees......... 5,000 5,000
Matthew F. Byrnes................................ 20,000 20,000
Silver Oak Capital, LLC.......................... 25,000 25,000
Bay Pond Partners, L.P. ......................... 100,000 100,000
Weitz Partners, Inc.--Partners Value Fund........ 70,000 70,000
Weitz Series Fund Value Portfolio................ 270,000 270,000
</TABLE>
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* FBR Arbitrage, LLC is an affiliate of Friedman, Billings, Ramsey & Co., Inc.
("FBR"). FBR provides investment banking services to the Company from time to
time, and FBR acted as the placement agent in the transaction pursuant to
which the Selling Stockholders purchased the Shares that may be offered under
this prospectus.
There can be no assurance that any Selling Stockholder will sell all or any
of the Shares being offered by that Selling Stockholder.
Plan of Distribution
The Selling Stockholders or their permitted transferees may offer all or
some of the Shares from time to time in transactions on the New York Stock
Exchange, in privately negotiated transactions, through the writing
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<PAGE>
of options on the Shares or a combination of those methods. The Selling
Stockholders may offer the Shares at fixed prices (which may be changed), at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The methods by which the
Shares may be sold or distributed may include, but are not limited to, the
following:
. a cross or block trade in which a broker or dealer engaged by the Selling
Stockholder will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by such broker or
dealer for its account;
. an exchange distribution in accordance with the rules of such exchange;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. privately negotiated transactions;
. short sales or borrowings, returns and reborrowings of the Shares
pursuant to stock loan agreements to settle short sales;
. delivery in connection with the issuance of securities by issuers, other
than GreenPoint, that are exchangeable for (whether on an optional or
mandatory basis), or payable in, such Shares (whether such securities are
listed on a national securities exchange or otherwise) or pursuant to
which such Shares may be distributed; or
. a combination of any such methods of sale or distribution.
In effecting sales, brokers or dealers engaged by Selling Stockholders or
their permitted transferees may arrange for other brokers or dealers to
participate in those sales. Brokers, dealers or agents may receive compensation
in the form of commissions or discounts from the Selling Stockholders or from
the purchasers in amounts to be negotiated immediately prior to the sale (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). The Selling Stockholders may also sell Shares in accordance with
Rule 144 under the Securities Act. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may
be changed from time to time.
This prospectus also may be used by donees of the Selling Stockholders or by
other persons acquiring Shares, including brokers who borrow the Shares to
settle short sales of shares of GreenPoint common stock and who wish to offer
and sell such Shares under circumstances requiring or making use of the
prospectus desirable.
From time to time the Selling Stockholders may engage in short sales, short
sales against the box, puts, calls and other transactions in securities of
GreenPoint or derivatives thereof, and may sell and deliver Shares in
connection therewith. From time to time the Selling Stockholders may pledge
their Shares pursuant to the margin provisions of their respective customer
agreements with their respective brokers or otherwise. Upon a default by a
Selling Stockholder, the broker or pledgees may offer and sell the pledged
Shares from time to time.
GreenPoint will not receive any of the proceeds from the sales of the Shares
by the Selling Stockholders. However, GreenPoint will bear certain expenses in
connection with the registration of the Shares and has agreed to indemnify and
hold the Selling Stockholders harmless against certain liabilities under the
Securities Act that could arise in connection with the sale of the Shares by
the Selling Stockholders.
The Selling Stockholders and any broker-dealers or agents who act in
connection with the sale or distribution of Shares under this prospectus may be
deemed to be "underwriters" as that term is defined in the Securities Act, and
any commissions received by them and any profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and commissions under
the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by GreenPoint and the Selling
Stockholders.
6
<PAGE>
Each Selling Stockholder will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of any purchases and sales of shares of GreenPoint common
stock by the Selling Stockholder.
In connection with any sale of Shares under this prospectus, the Selling
Stockholder will deliver to the purchaser a copy of this prospectus as required
under the Securities Act.
Where You Can Find More Information
GreenPoint files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
or other information that GreenPoint files at the following locations in
Washington D.C., New York, New York and Chicago, Illinois:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
</TABLE>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. GreenPoint's SEC filings are also available to the public from
commercial document retrieval services and at the Internet web site maintained
by the SEC at "http://www.sec.gov." Reports, proxy statements and other
information should also be available for inspection at the offices of the NASD
at 1735 K Street, N.W., Washington, D.C. 20006.
GreenPoint filed a Registration Statement on Form S-3 (together with all
amendments and exhibits, including all documents and information incorporated
by reference, the "Registration Statement") with the SEC under the Securities
Act that relates to the Shares. This prospectus is a part of that Registration
Statement. As allowed by SEC rules, this prospectus does not contain all of the
information that you can find in the Registration Statement or the exhibits to
the Registration Statement.
Statements contained in this prospectus as to the provisions of any document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete and each such statement is qualified in
its entirety by reference to the copy of such document as filed. Copies of the
Registration Statement and the exhibits to the Registration Statement are on
file at the offices of the Commission and may be obtained upon payment of the
prescribed fee or may be examined without charge at the public reference
facilities of the Commission described above.
The SEC allows GreenPoint to "incorporate by reference" information into
this prospectus, which means that GreenPoint can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus. This
prospectus incorporates by reference the documents set forth below that
GreenPoint has previously filed with the SEC. These documents contain important
information about GreenPoint and about GreenPoint's finances.
<TABLE>
<CAPTION>
GreenPoint's SEC Filings Period
------------------------ ------
<C> <S>
Annual Report on Form 10-K............ Fiscal Year ended December 31, 1998
Current Reports on Form 8-K........... Dated February 17, February 25, March
9, March 18 and March 30, 1999
The description of GreenPoint common
stock set forth in its registration
statement on Form 8-A, filed on Sep-
tember 27, 1993, including any amend-
ments or reports filed for the purpose
of updating that description
Registration Statement on Form S-4,
File No. 333-72577, dated February 17,
1999
</TABLE>
7
<PAGE>
GreenPoint is also incorporating by reference all additional reports and
other documents that it files with the SEC after the date of this prospectus
and prior to the termination of this offering.
You can obtain any of the documents incorporated by reference from
GreenPoint or the SEC. Documents incorporated by reference are available from
GreenPoint without charge, except for exhibits (other than exhibits
specifically incorporated by reference into this prospectus). You may obtain
documents incorporated by reference in this prospectus by requesting them in
writing or by telephone at the following address:
GreenPoint Financial Corp.
Attn: Investor Relations
90 Park Avenue
New York, New York 10016
Tel: (212) 834-1710
You should rely only on the information contained or incorporated by
reference in this prospectus when deciding whether to invest in the Shares.
GreenPoint has not authorized anyone to provide you with information that is
different from what is contained in this prospectus. This prospectus is dated
April 13, 1999. You should not assume that the information contained in the
prospectus is accurate as of any date other than such date.
Warning Regarding Forward-Looking Information
GreenPoint has made forward-looking statements in this prospectus and in the
documents incorporated by reference in this prospectus that are subject to
risks and uncertainties. These forward-looking statements include information
concerning possible or assumed future results of operations and business plans
and strategies set forth or incorporated by reference under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in GreenPoint's Annual Report on Form 10-K, under "Notes to
Consolidated Financial Statements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in GreenPoint's Quarterly
Reports on Form 10-Q, under "Other Events" in GreenPoint's Current Reports on
Form 8-K and under "The Merger--Recommendation of the Headlands Board" in
GreenPoint's registration statement on Form S-4 dated February 17, 1999, all of
which have been incorporated by reference in this prospectus. In addition,
these forward-looking statements include information concerning possible or
assumed future results of operations and business plans and strategies set
forth in this prospectus under "Recent Developments" and other information set
forth in this prospectus and the documents incorporated by reference in this
prospectus preceded by, followed by, or that include the words "believes,"
"expects," "anticipates," "intends," "estimates" or similar expressions. For
those statements, GreenPoint claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 to the extent provided by applicable law. Forward-looking
statements involve inherent risks and uncertainties. You are cautioned that a
number of important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Such factors include,
but are not limited to: risks and uncertainties related to execution of the
Headlands merger discussed under the "Recent Developments" section of this
prospectus, including integration activities and the ability of GreenPoint to
retain senior management from Headlands; prevailing economic conditions;
changes in interest rates, loan demand, real estate values, and competition;
the level of defaults and prepayments on loans made by GreenPoint; changes in
accounting principles, policies, and guidelines; adverse changes or conditions
in capital or financial markets; changes in any applicable law, rule,
regulation or practice with respect to tax or legal issues; and other economic,
competitive, governmental, regulatory, and technological factors affecting
GreenPoint's operations, pricing, products and services. The forward-looking
statements are made as of the date of this prospectus, and GreenPoint assumes
no obligation to update the forward-looking statements or to update the reasons
why actual results could differ from those projected in the forwarding-looking
statements.
8
<PAGE>
Legal Matters
The validity of the Shares will be passed upon for GreenPoint by its Senior
Vice President and General Counsel, Howard C. Bluver. Mr. Bluver beneficially
owns shares of GreenPoint common stock and options to purchase additional
shares of GreenPoint common stock.
Experts
The consolidated financial statements of GreenPoint and its subsidiaries as
of December 31, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998, incorporated herein and in the Registration Statement
by reference to GreenPoint's Annual Report on Form 10-K for the year ended
December 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts except the
Securities and Exchange Commission registration fee are estimated.
<TABLE>
<CAPTION>
Item Amount
---- -------
<S> <C>
Registration Fee....................................................... $15,711
Blue Sky fees and expenses............................................. N/A
Printing and Engraving Expenses........................................ $50,000
Legal Fees and Expenses................................................ $10,000
Accounting Fees and Expenses........................................... $10,000
Transfer Agent and Registrar Fees...................................... $ 1,500
Miscellaneous.......................................................... $ 8,000
-------
Total................................................................ $95,211
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
GreenPoint Financial Corp. ("GreenPoint") is a Delaware corporation subject
to the applicable provisions of the Delaware General Corporation Law (the
"DGCL") related to the limitation of director liability, indemnification of
directors and officers and insurance against director and officer liability
maintained by a corporation on behalf of directors and officers.
The DGCL permits a corporation's certificate of incorporation to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that the relevant provision does not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for unlawful payment of a dividend or approval of an unlawful stock purchase or
redemption or (iv) for any transaction from which the director derived an
improper personal benefit. GreenPoint's certificate of incorporation, as
amended (the "GreenPoint Certificate"), provides for the elimination of
liability of directors to the fullest extent permitted by the DGCL.
The DGCL permits a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the relevant conduct was unlawful.
In any threatened, pending or completed action or suit by or in the right of
a corporation, the DGCL permits a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any such action or suit by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim
or issue as to which such person shall have been adjudged liable to the
II-1
<PAGE>
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or such other court deems proper.
The DGCL requires a corporation to indemnify a director or officer who has
been successful on the merits or otherwise in the defense of any action, suit
or proceeding referred to in the previous two paragraphs or in defense of any
claim, issue or matter therein against expenses actually and reasonably
incurred by such person in connection therewith. Corporations may pay expenses
incurred by an officer or director in defending any proceeding in advance of
the final disposition of such matter upon receipt of an undertaking by or on
behalf of such person to repay such amount if it is ultimately determined that
such person is not entitled to indemnity. The indemnification provided for by
the DGCL is not exclusive of any other rights to which the indemnified party
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
The GreenPoint Certificate provides for indemnification of directors and
officers (among others) who are made parties or are threatened to be made
parties to or are otherwise involved in any actions, suits or proceedings,
whether civil, criminal, administrative or investigative by reason of his or
her role as such or service in such a role at GreenPoint's request for another
corporation or a partnership, joint venture, trust or other enterprise, to the
fullest extent authorized by the DGCL against all expense, liability and loss
(including attorneys' fees) reasonably incurred or suffered. The GreenPoint
Certificate provides that expenses incurred or suffered shall be paid by
GreenPoint in advance of the final disposition thereof, and that if required by
the DGCL, such advancement of expenses incurred by an indemnified party in his
or her capacity as a director or officer (and not in any other capacity) will
be made only upon delivery of an undertaking by or on behalf of such person to
repay such amount if it is ultimately determined that such person is not
entitled to indemnification.
The DGCL permits a corporation to purchase and maintain insurance on behalf
of any person who was or is a director, officer, employee or agent of the
corporation or was or is serving in such a capacity at the request of the
corporation with another business entity against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability. GreenPoint maintains an
insurance policy insuring the directors and officers of GreenPoint against
certain acts and omissions arising while serving or acting in their official
capacities.
Item 16. Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference:
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of December 8, 1998, by and
among GreenPoint Financial Corp., GF Acquisition Corp. and Headlands
Mortgage Company (incorporated herein by reference to Exhibit A to
GreenPoint's Registration Statement on Form S-4, File No. 333-72577,
filed on February 17, 1999).
3.1 Certificate of Incorporation of GreenPoint Financial Corp.
(incorporated herein by reference to Exhibit 3.1 of GreenPoint's
Quarterly Report on Form 10-Q, dated March 31, 1995).
3.2 Bylaws of GreenPoint Financial Corp. (incorporated herein by reference
to Exhibit 3.2 of GreenPoint's Annual Report on Form 10-K, dated
December 31, 1997).
5.1 Opinion of Howard C. Bluver (with respect to the validity of the common
stock of GreenPoint to be issued).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<C> <S>
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Howard C. Bluver (contained in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature pages hereto).
</TABLE>
- --------
* Filed herewith. All other exhibits previously filed.
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement (notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement); and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the
undersigned registrant has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person
II-3
<PAGE>
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933:
(1) the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the undersigned registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective; and
(2) each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GreenPoint
Financial Corp. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on April 13, 1999.
GreenPoint Financial Corp.
(Registrant)
/s/ Thomas S. Johnson
By: _________________________________
Thomas S. Johnson
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 13, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
/s/ Thomas S. Johnson Chairman and Chief
______________________________________ Executive Officer
Thomas S. Johnson (Principal Executive
Officer)
* Member of the Board,
______________________________________ President and Chief
Bharat B. Bhatt Operating Officer
* Director
______________________________________
Dan F. Huebner
* Director
______________________________________
William M. Jackson
Director
______________________________________
Susan J. Kropf
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
* Director
______________________________________
Robert M. McLane
* Director
______________________________________
Charles B. McQuade
* Director
______________________________________
Alvin N. Puryear
* Director
______________________________________
Robert P. Quinn
* Director
______________________________________
Edward C. Schmults
* Director
______________________________________
Wilfred O. Uhl
* Director
______________________________________
Robert F. Vizza
* Director
______________________________________
Jules Zimmerman
* Executive Vice President
______________________________________
Charles P. Richardson
* Executive Vice President,
______________________________________ Chief Financial Officer
Jeffrey R. Leeds (Principal Financial
Officer)
* Senior Vice President and
______________________________________ Comptroller (Principal
Mary Beth Farrell Accounting Officer)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of December 8, 1998, by and
among GreenPoint Financial Corp., GF Acquisition Corp. and Headlands
Mortgage Company (incorporated herein by reference to Exhibit A to
GreenPoint's Registration Statement on Form S-4, FIle No. 333-72577,
filed on February 17, 1999).
3.1 Certificate of Incorporation of GreenPoint Financial Corp.
(incorporated herein by reference to Exhibit 3.1 of GreenPoint's
Quarterly Report on Form 10-Q, dated March 31, 1995).
3.2 Bylaws of GreenPoint Financial Corp. (incorporated herein by reference
to Exhibit 3.2 of GreenPoint's Annual Report on Form 10-K, dated
December 31, 1997).
5.1 Opinion of Howard C. Bluver (with respect to the validity of the
common stock of GreenPoint to be issued).
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Howard C. Bluver (contained in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature pages hereto).
</TABLE>
- --------
* Filed herewith. All other exhibits previously filed.
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated January 21,
1999, which appears on page 47 of the Annual Report to Shareholders of
GreenPoint Financial Corp., which is incorporated by reference in GreenPoint
Financial Corp.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Expert" in such
Prospectus.
/s/ PriceWaterhouseCoopers LLP
New York, New York
April 13, 1999
