SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
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): March 30, 1999
GREENPOINT FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22516 06-1379001
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
90 Park Avenue, New York, New York 10016
(Address of principal executive offices) (zip code)
(212) 834-1000
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
On March 30, 1999, GreenPoint Financial Corp. (the "Company"), GF
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Merger Sub"), and Headlands Mortgage Company, a California corporation
("Headlands"), completed the transactions contemplated by the Agreement and Plan
of Merger dated as of December 8, 1998 (the "Agreement").
In accordance with the Agreement, Merger Sub merged with and into
Headlands (the "Merger"), with Headlands surviving the Merger and becoming a
wholly-owned subsidiary of the Company. Immediately following the Merger, the
Company contributed its interest in the surviving company to GreenPoint Bank, a
wholly-owned subsidiary of the Company.
Pursuant to the Merger, each share of Headlands common stock, without par
value ("Headlands Common Stock"), was converted into the right to receive 0.620
shares of Company common stock, par value $0.01 per share ("Company Common
Stock"), with cash distributed in lieu of fractional shares, other than shares
of Headlands Common Stock held by the Company, Headlands or any of their
respective subsidiaries (other than in a fiduciary capacity or as a result of
debts previously contracted), which were cancelled. 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 Company Common Stock. An aggregate of
approximately 13,010,000 shares of Company Common Stock will be issued in the
Merger to former shareholders of Headlands, inclusive of shares issuable upon
exercise of converted options.
Peter T. Paul, Chairman, Chief Executive Officer and President of
Headlands, joined the Company's management as a vice chairman and became a
member of the Board of Directors of the Company as of the effective time of the
Merger.
The Merger was accounted for as a "pooling of interests" for accounting
and financial reporting purposes.
A copy of the press release issued by the Company announcing the closing
of the Merger is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Press release
<PAGE>
SIGNATURE
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 hereunder duly authorized.
Dated: April 7, 1999
GREENPOINT FINANCIAL CORP.
By: /s/ Howard C. Bluver
Name: Howard C. Bluver
Title: Senior Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
99.1 Press release
Exhibit 99.1
[LOGO OF GREENPOINT FINANCIAL CORP.]
FOR RELEASE:
Wednesday March 31, 1999
CONTACT:
Investors: Jeffrey Bergman, 212-834-1113
Media: Richard Humphrey, 212-834-1201
GREENPOINT FINANCIAL COMPLETES ACQUISITION OF HEADLANDS MORTGAGE
New York, March 31 - GreenPoint Financial Corp. (NYSE: GPT) today announced the
completion of its acquisition of Headlands Mortgage Company, Larkspur, CA.
Headlands, the leading specialist in Alternative A mortgage lending, had total
mortgage originations of $8.3 billion in 1998.
"The combination of GreenPoint Mortgage's expertise in no-documentation
mortgages and Headlands' expertise in Alternative A mortgages, in addition to
GreenPoint's strength in the East and Headlands' strength in the West, creates
tremendous synergies that we will begin to leverage immediately", said Thomas S.
Johnson, Chairman and Chief Executive Officer of GreenPoint Financial. "We are
integrating the two companies to form one mortgage business headed by Peter
Paul, S.A. Ibrahim and Ralph Hall, one of the finest and most experienced
mortgage management teams in the country."
Mr. Paul, founder of Headlands, stated, "The origination and secondary marketing
strength of Headlands combined with GreenPoint's low-cost, stable consumer
deposits and balance sheet strength will make our combined companies a truly
formidable leader in specialty housing finance."
GreenPoint will take a first quarter, pre-tax, non-recurring charge of
approximately $22 million for one-time costs associated with the Headlands
transaction. Some of these costs are not tax deductible. In addition, the
Company will take a restructuring charge of approximately $6 million, pre-tax,
in severance expenses related to the integration of the two companies.
GreenPoint Financial Corp. (NYSE: GPT) is a leading national specialty housing
finance company with three principal subsidiaries. GreenPoint Mortgage, a
national mortgage banking company headquartered in Charlotte, is the leading
national lender in no-documentation
<PAGE>
residential mortgages. GreenPoint Credit, headquartered in San Diego, is the
second largest lender nationally in the manufactured housing finance industry.
GreenPoint Bank, a New York State chartered savings bank, has $11.2 billion in
deposits in 73 branches serving more than 400,000 households in the Greater New
York City area.
This release contains certain forward-looking statements which are based on
management's current expectations. These forward-looking statements include
information concerning possible or assumed future results of operations and
business plans, including those relating to earnings growth, revenue growth,
expense levels, and other business operations. Forward-looking statements
involve inherent risks and uncertainties. We caution you 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 pending or future
acquisitions, 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 Company and its
affiliates; 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 the Company's operations, pricing, products, and services. The
forward-looking statements are made as of the date of this release, and the
Company assumes no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in the
forward-looking statements.
