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: April 29, 1997
Date of earliest event reported: April 24, 1997
FLUSHING FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-24272 11-3209278
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
144-51 Northern Boulevard, Flushing, New York 11354
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(Address of principal executive offices) (Zip code)
(718) 961-5400
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 7 Pages
The Index to Exhibits is on Page 5.
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Item 5. Other Events
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The press release attached hereto under Item 7 as Exhibit 1 is
incorporated by reference herein.
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Item 7. Exhibits.
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1. Press release of Flushing Financial Corporation, dated April 25, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 29, 1997
FLUSHING FINANCIAL CORPORATION
By: /s/ JAMES F. McCONNELL
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Name: James F. McConnell
Title: President and Chief Executive Officer
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Index to Exhibits
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Exhibit Page
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1. Press release of Flushing Financial Corporation, 6
dated April 25, 1997.
EXHIBIT 1
FFC
FLUSHING
FINANCIAL CORP.
<TABLE>
<CAPTION>
CONTACT:
<S> <C> <C>
Michael J. Hegarty Donald L. Shapiro John P. Kehoe/Van Negris
Executive Vice President President and CEO Kehoe, White, Savage & Company, Inc.
Flushing Financial Corporation New York Federal Savings Bank (212) 888-1616
(718) 961-5400 (212) 779-2700
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FOR IMMEDIATE RELEASE
FLUSHING FINANCIAL CORPORATION TO ACQUIRE
NEW YORK FEDERAL SAVINGS BANK
FLUSHING, NY and NEW YORK CITY -- APRIL 25, 1997 -- Flushing Financial Corp.
(Nasdaq: FFIC) ("Flushing Financial"), the parent holding company for Flushing
Savings Bank, FSB ("Flushing Savings"), and New York Federal Savings Bank ("New
York Federal"), a privately held federal savings bank, today announced that they
have signed a definitive merger agreement by which Flushing Financial
Corporation will acquire New York Federal Savings Bank in a transaction valued
at approximately $13 million including common stock, options and payments to
Preferred shareholders. The acquisition will increase Flushing Financial's
assets to $849 million and loan portfolio $459 million (based on Flushing
Financial Corporation's financial position at fiscal 1996 year end).
The acquisition, which is anticipated to close in the third quarter of 1997,
will be accounted for as a purchase transaction, and is expected to be accretive
to Flushing Financial's GAAP and cash earnings per share. The purchase price
represents approximately 169% of New York Federal's book value at December 31,
1996 and 12.93x 1996 earnings. Flushing Financial anticipates that operational
efficiencies generated as a result of the transaction will produce cost savings
equal to 37 percent of new York Federal's non-interest expense.
Flushing Financial is a unitary thrift holding company whose subsidiary,
Flushing Savings Bank, FSB, operates seven branches in Queens, Brooklyn,
Manhattan and Nassau County. New York Federal will continue its operations as a
division of Flushing Savings under the New York Federal name and will operate
out of Flushing Savings Bank's offices on Irving Place in Manhattan. Donald L.
Shapiro, President and Chief Executive Officer of New York Federal, will join
Flushing Financial as Senior Vice President and will also become President of
the New York Federal Division of Flushing Savings. Michael Staples, New York
Federal's Senior Vice President and Chief Mortgage Officer, and all of New York
Federal's loan officers will also join Flushing Savings.
-- more --
<PAGE>
Flushing Financial Corporation and New York Federal Savings Bank
April 25, 1997 -- Page Two
James F. McConnell, President and Chief Executive Officer of Flushing Financial
Corporation, stated "With the acquisition of new York Federal Savings Bank,
Flushing Savings Bank will expand its operations into SBA lending and strengthen
its existing capabilities in commercial real estate and multi-family lending.
New York Federal is a well capitalized institution with a strong earnings
history, good asset quality and established relationships with customers
throughout our market area. Combining New York Federal's lending operation with
our retail deposit franchise will enable us to expand our lending capabilities
in areas that we already emphasize, while enhancing shareholder value. I look
forward to welcoming Don Shapiro, Mike Staples and their New York Federal
colleagues to the Flushing team."
Edward M. Abramson, Chairman of the Board of New York Federal Savings Bank,
commented: "Our board concluded that the sale of New York Federal Savings Bank
to Flushing Financial Corporation maximizes value to our shareholders."
Donald L. Shapiro, President and Chief Executive Officer of New York Federal
Savings Bank, added: "We are pleased to bring New York Federal's loan
origination capacity to Flushing. I have worked closely with the management at
Flushing and I am confident that the synergy going forward will provide
significant value to Flushing's shareholders."
The merger must be approved by New York Federal shareholders and by federal
regulatory authorities and is subject to various customary closing conditions.
The merger agreement has been approved unanimously by the Boards of Directors of
both Flushing Financial and New York Federal.
At December 31, 1996, New York Federal had total assets of $81.8 million,
deposits of $58.9 million, loans of $70.1 million and shareholders' equity of
$7.7 million. For the year ended December 31, 1996 New York Federal had net
income of $1 million before dividends paid to preferred shareholders, or $16.68
per common share.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements in this Press Release relating to plans, strategies,
economic performance and trends and other statements that are not descriptions
of historical facts may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking information is inherently subject to risks and uncertainties,
and actual results could differ materially from those currently anticipated due
to a number of factors, which include, but are not limited to, factors discussed
in the Flushing Financial Corporation's Annual Report on Form 10-K and in other
documents filed with the Securities and Exchange Commission from time to time
and in New York Federal Savings Bank's filings with various regulatory and other
governmental agencies. Neither Flushing Financial Corporation or New York
Federal Savings Bank have any obligation to update these forward-looking
statements.
Flushing Financial Corporation is the holding company for Flushing Savings Bank,
FSB, a federally chartered stock savings bank insured by the FDIC through the
Bank Insurance Fund. The Bank conducts its business through seven banking
offices located in Queens, Brooklyn, Manhattan and Nassau County.
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