-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ET2ytFrIWxJuSjK01bZV2vwnoAffkDwowhK08fyxpyPlkFu804UirJJbc3931Edw srYFGpVP3CAdpatJZM/71w== 0000352510-96-000005.txt : 19960328 0000352510-96-000005.hdr.sgml : 19960328 ACCESSION NUMBER: 0000352510-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960315 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10458 FILM NUMBER: 96539267 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 ACQUISITION OF EXTEBANK & FIRST NATIONWIDE 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 15, 1996 NORTH FORK BANCORPORATION, INC. (Exact name of Registrant as specified in its charter) Delaware 1-10458 36-3154608 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 275 Broad Hollow Road Melville, New York 11747 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 844-1004 9025 Main Road, Mattituck, New York (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets A. Extebank Domestic Commercial Banking Business On March 15, 1996, North Fork Bank, a New York-chartered stock commercial bank and a wholly owned subsidiary of North Fork Bancorporation, Inc. ("North Fork Bank"), completed its purchase of the Domestic Commercial Banking Business of Extebank ("Extebank"), a New York-chartered stock commercial Bank and a wholly owned subsidiary of Banco Exterior de Espana, S.A., a banking corporation organized under the laws of the Kingdom of Spain ("Banco Exterior"). The purchase of all of Extebank's outstanding capital stock was for $47.0 million in cash. North Fork Bank utilized its working capital to pay the purchase price. As of March 15, 1996, Extebank had approximately $387.4 million in total assets, $200.0 million in net loans, $347.6 million in deposit liabilities, and $30.0 million in capital, and Extebank operated through eight branch locations in the metropolitan New York area (six in Suffolk County, one in Nassau County and one in Manhattan). Immediately following the purchase of Extebank's outstanding capital stock, Extebank was merged with and into North Fork Bank. The purchase was effected according to the terms and conditions of the Stock Purchase Agreement, dated as of September 19, 1995, by and among North Fork Bank, Banco Exterior, and Extebank, as was previously filed as Exhibit 2.1 to the 1995 Annual Report to Shareholders on Form 10-K filed by North Fork Bancorporation, Inc. on March 26, 1996 and incorporated herein by reference in its entirety. B. Long Island Branches of First Nationwide Bank On March 23, 1996 (the "Closing Date"), North Fork Bank (i) acquired from First Nationwide Bank ("First Nationwide"), a Federal Savings Bank, ten banking branches (the"Branches") located on Long Island (seven branches located in Suffolk County, two in Nassau County and one in Queens), including certain personal property and real property associated with the Branches, rights under certain leases, loans secured by or related to the customer deposits included in the Branches, other contracts related to the operations of the Branches, safe deposit-box businesses and records associated with the Branches, as well as cash on hand at the Branches on the Closing Date (collectively, the "Assets"), and (ii) assumed approximately $579 million of customer deposit liabilities ("Deposits") associated with the Branches. The transaction was effected pursuant to the terms and conditions of the Asset Purchase and Sale Agreement, dated as of September 28, 1995, by and between First Nationwide and North Fork Bank, which was previously filed as Exhibit 2.2 to the 1995 Annual Report to Shareholders on Form 10-K filed by North Fork Bancorporation, Inc. on March 26, 1996 and is incorporated herein by reference in its entirety. In consideration for its assumption of the Deposits, North Fork Bank received the Assets and approximately $534 million (the "Payment") in cash (an amount equal to the estimated amount of the Deposits on the Closing Date less a deposit premium of approximately $37 million and less the sum of the aggregate amount of the book value of the Assets). The amount of the Payment reported herein is subject to certain post-closing adjustments. Prior to the sale to North Fork Bank, First Nationwide employed the Assets for the purpose of engaging principally in retail banking activities, and North Fork Bank intends to employ the assets received for a similar purpose. Item 7. Financial Statement and Exhibits (a) It is impracticable at this time to provide the required financial statements. Such statements will be filed under cover of an amendment to this Current Report as soon as practicable, but not later than 60 days from April 1, 1996. (b) It is impracticable at this time to provide the required pro forma financial information. Such pro forma financial information will be filed under cover of an amendment to this Current Report as soon as practicable, but not later than 60 days from April 1, 1996. (c) Exhibits The exhibits listed on the Exhibit Index page of this Current Report on Form 8-K are incorporated by reference as required by item 601 of Regulation S-K. EXHIBIT INDEX Exhibit Number Description Method of Filing 2.1 Stock Purchase Agreement, Previously filed on Form 10-K dated as of September 19, 1995, for the year ended among North Fork Bank and December 31, 1995 dated Banco Exterior de Espana, S.A. March 26, 1996, as exhibit 2.1 and incorporated herein by reference. 2.2 Asset Purchase and Sale Agreement Previously filed on Form 10-K dated as of September 28, 1995, for the year ended among North Fork Bank and First December 31, 1995 dated Nationwide Bank March 26, 1996, as exhibit 2.2 and incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 27, 1996 NORTH FORK BANCORPORATION, INC. By:/s/Daniel M. Healy Daniel M. Healy Executive Vice President and Chief Financial Officer SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 27, 1996 NORTH FORK BANCORPORATION, INC. By: Daniel M. Healy Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----