-----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, NUJeRKiU2qVzQVdCvQHZT80KUysPt9Bvj/NyCvdHkBNVQBVR88nvko8W/r/cq4au LA55tHGkiVZCIgaOEXMxlQ== 0000352510-97-000029.txt : 19971216 0000352510-97-000029.hdr.sgml : 19971216 ACCESSION NUMBER: 0000352510-97-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971212 ITEM INFORMATION: FILED AS OF DATE: 19971212 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: 111353410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10458 FILM NUMBER: 97737497 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 NORTH FORK BANCORP.- BRANFORD CLOSING 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) - December 12, 1997 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 1 ITEM 5. OTHER EVENTS North Fork Bancorporation, Inc. announced today that it has completed the acquisition of Branford Savings Bank. The acquisition of Branford has been treated as a tax free exchange and reflected as a purchase for financial reporting purposes. North Fork issued approximately 1.3 million shares of Common Stock at an exchange ratio of 0.1957 shares of North Fork Common Stock for each share of Branford Voting and Non-voting Common Stock outstanding. North Fork has also made a cash payment of approximately $3.0 million to the holder of all outstanding Branford Warrants in accordance with the terms specified in the Agreement and Plan of Merger. At September 30, 1997, Branford had total assets of approximately $180 million, deposits of $162 million, and stockholders' equity of $18 million and operates through five branch locations in New Haven County, Connecticut. The press release, issued by the Registrant on December 9, 1997 and previously filed on Form 8-K dated December 9, 1997, described herein is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of the Business Acquired. Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 99.1 Press Release dated December 9, 1997 2 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 hereunto duly authorized. Date: December 12, 1997 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy Daniel M. Healy Executive Vice President and Chief Financial Officer 3 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: North Fork Bancorp Daniel M. Healy Executive Vice President & Chief Financial Officer (516) 298-5000 Branford Savings Bank Gregory R. Shook Senior Vice President & Secretary NORTH FORK BANCORPORATION ACQUISITION OF BRANFORD SAVINGS BANK RECEIVES SHAREHOLDER APPROVAL Melville, N.Y. - December 9, 1997 - North Fork Bancorporation, Inc. (NYSE: NFB) and Branford Savings Bank (NASDAQ: BSBC) jointly announced today that the shareholders of Branford Savings Bank have approved the merger of Branford into North Fork. The closing of the transaction will occur by the end of the year. Branford, with total assets of approximately $180 million, operates through five branch locations in New Haven County, Connecticut. As previously announced on October 7, 1997, a definitive merger agreement was signed with New York Bancorp. Inc. (NYSE: NYB), the parent company of Home Federal Savings Bank, to acquire N.Y. Bancorp in a stock-for-stock merger valued at approximately $800 million. This transaction, which is subject to shareholder and regulatory approvals, is expected to close in the first quarter of 1998. On a pro forma basis at September 30, 1997, assuming the completion of both acquisitions, North Fork would have approximately $10.1 billion in assets, $5.6 billion in loans, $6.3 billion in deposits and capital of $800 million. Its branch locations will exceed 100 throughout New York and Connecticut. North Fork Bancorporation, Inc., with total assets, at September 30, 1997, of $6.6 billion, deposits of $4.5 billion and stockholders' equity of $538 million, or $8.16 in book value per share, is the holding company for North Fork Bank, operating 80 branches in the New York metropolitan area. -----END PRIVACY-ENHANCED MESSAGE-----