-----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, DRfDgAlhR2nvHi7HXzwjoRlccgD2/+O0ArZAZdgqxXrak2mN7XvLeI4VGpckY8tb wy0KiWPan8j9xBa3Jzc4Yg== 0000950172-99-001064.txt : 19990817 0000950172-99-001064.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950172-99-001064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990816 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990816 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: SEC FILE NUMBER: 001-10458 FILM NUMBER: 99692692 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 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) AUGUST 16, 1999 ------------------------------------- NORTH FORK BANCORPORATION, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 1-10458 36-3154608 - ---------------------- ------------------------ ----------------------- (STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER JURISDICTION IDENTIFICATION NO.) OF INCORPORATION) 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 ------------------------ ITEM 5. OTHER EVENTS On August 16, 1999, North Fork Bancorporation, Inc., a Delaware corporation (the "Registrant"), announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with JSB Financial, Inc., a Delaware corporation ("JSB"), pursuant to which JSB will merge with and into the Registrant (the "Merger"). The press release issued by the Registrant with respect to the announcement of the proposed Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. Also attached hereto as Exhibit 99.2 and incorporated herein by reference is the presentation to be given by the Registrant to investment analysts on August 17, 1999 with respect to the proposed Merger. The press release and the analyst presentation incorporated herein by reference contain certain forward looking statements with respect to the financial condition, results of operations and business of the Registrant following the consummation of the Merger, including statements relating to (a) the cost savings, revenue enhancements and other efficiencies that are expected to be realized as a result of the Merger and (b) estimated pro forma 2000 earnings per share. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings, revenue enhancements or other efficiencies from the Merger cannot be fully realized; (2) deposit attrition, customer loss or revenue loss following the Merger is greater than expected; (3) competitive pressure in the banking and financial services industry increases significantly; (4) changes in the interest rate environment reduce margins; and (5) general economic conditions, either nationally or in New York, are less favorable than expected. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS (c) Exhibits 99.1 Press Release issued by North Fork Bancorporation, Inc. on August 16, 1999 99.2 Analyst Presentation 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 hereunto duly authorized. NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy Name: Daniel M. Healy Title: Executive Vice President and Chief Financial Officer Date: August 16, 1999 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release issued by North Fork Bancorporation, Inc. on August 16, 1999 99.2 Analyst Presentation EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 NORTH FORK BANCORP 275 BROAD HOLLOW RD., MELVILLE, NY 11747 (516) 844-1004 FAX (516) 694-1536 PRESS RELEASE FOR IMMEDIATE RELEASE NORTH FORK BANCORPORATION, INC. TO ACQUIRE JSB FINANCIAL, INC. IN A COMMON STOCK TRANSACTION VALUED AT APPROXIMATELY $570 MILLION MELVILLE, N.Y. - AUGUST 16, 1999 - NORTH FORK BANCORPORATION, INC., (NYSE:NFB) AND JSB FINANCIAL, INC. (NYSE:JSB) jointly announced today that they have signed a definitive merger agreement whereby North Fork Bancorporation, Inc. ("North Fork") would acquire JSB Financial, Inc. ("JSB") in a stock-for-stock merger valued at approximately $570 million. JSB is the holding company for Jamaica Savings Bank FSB, a savings institution with branch locations in the New York Metropolitan area. Under terms of the agreement, each share of JSB will be converted into North Fork common stock at a fixed exchange ratio of three shares of North Fork for each share of JSB. Approximately 27.9 million shares of North Fork will be issued in connection with the merger. It is expected that it will be accounted for as a pooling-of-interests transaction for financial reporting purposes and will be a tax-free reorganization. The merger agreement, however, is not conditioned upon such accounting treatment. The exchange ratio was based upon the price of North Fork's stock utilizing its closing price on August 13, 1999 of $20.44 for a total value to JSB shareholders of $61.31. The closing price of JSB common stock on that date was $58.75. The merger is expected to close in the first quarter of 2000 following receipt of all regulatory approvals and approval by the shareholders of both companies. Due diligence by both companies has been completed. The agreement provides that North Fork receives an option to acquire up to 19.9% of JSB's outstanding shares at $58.75 per share should certain events occur. Also, JSB has a right to terminate the agreement should the closing price of North Fork's shares decline beyond a specified price and index, unless North Fork elects to increase the exchange ratio. The combination will increase North Fork's stated and tangible book value per share by 25% and 30%, respectively, to $7.18 and $6.70. It is also expected to be accretive to North Fork's earnings per share by $0.03 in the full year 2000. Additionally, North Fork's projected capital ratio will be 10.4% or an increase of 22%. North Fork's common shares outstanding will rise to approximately 171 million for an estimated market capitalization of $3.4 billion. "Mr. Adikes and his entire board should be commended for having created and preserved the value of this pristine organization. This balance sheet speaks for itself. We are proud to have been selected as their merger partner," stated John Adam Kanas, Chairman, President and Chief Executive Officer of North Fork. He went on to say "The consummation of this transaction is very encouraging. We believe it marks the return of a more rational trend in thrift consolidation to this market." JSB had total assets of $1.6 billion, deposits of $1.2 billion and stockholders' equity of $375 million at June 30, 1999. It conducts its business from thirteen full service offices: ten located in the New York City borough of Queens, one in the borough of Manhattan and two on Long Island. All of these locations are complimentary to North Fork's branch network and will remain after the merger is complete. JSB has consistently ranked among the highest performing thrift companies in the nation. This well managed company brings a stable deposit base, access to many customers and a solid capital position to the combination with North Fork. Park T. Adikes, Chairman and Chief Executive Officer of JSB will join North Fork's Board of Directors. "In this transaction, our shareholders and employees will become part of one of the best performing banks in the country. We are excited about the prospects of our future together," stated Mr. Adikes. Following the merger, North Fork will have approximately $13.2 billion in assets, deposits of $7.6 billion and stockholders' equity of $1.2 billion. In connection with the merger, North Fork will reissue approximately seven million shares purchased under its 10% share repurchase program. Simultaneously, with the approval of the merger transaction, North Fork's Board of Directors rescinded the share repurchase program. NORTH FORK PLANS AN ANALYST CONFERENCE CALL FOR TUESDAY, AUGUST 17, 1999 AT 2:00 P.M. EDT, to elaborate on the strategic rational and financial implications of the acquisition. THE TELEPHONE NUMBER TO CALL IN THE UNITED STATES IS 800-553-0351. An international telephone number is also available for this conference. THE INTERNATIONAL TELEPHONE NUMBER IS 612-332-0932. The presentation that will be used during the conference call may be obtained on Tuesday, August 17, 1999 by logging on to WWW.NORTHFORKBANK.COM. This press release contains certain forward looking statements with respect to the financial condition, results of operations and business of North Fork following the consummation of the merger that are subject to various factors which could cause actual results to differ materially from such projections or estimates. Such factors include, but are not limited to, the possibility that anticipated cost savings and revenue enhancements might not be realized and that adverse general economic conditions or an adverse interest rate environment could develop. North Fork's current report on Form 8K filed on or about August 16, 1999 discloses more fully these factors. North Fork, with total assets of approximately $11.5 billion, operates over 110 branch locations throughout the New York Metropolitan area and Connecticut. It is ranked among the Top 50 Commercial Bank Holding Companies in the United States, and its profitability and efficiency are ranked among the industry's best. CONTACTS: NORTH FORK BANCORP DANIEL M. HEALY EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER (516) 298-5000 JSB FINANCIAL, INC. THOMAS R. LEHMANN EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER EDWARD LEKSTUTIS, VICE PRESIDENT (516) 887-7000 EX-99 3 EXHIBIT 99.2 - NFB PRESENTATION EXHIBIT 99.2 NORTH FORK BANCORPORATION, INC. [NFB LOGO] Acquisition of JSB Financial, Inc. - Parent Company of - JAMAICA SAVINGS BANK, FSB August 16, 1999 Conference Call Logistics North Fork Bancorp will host a conference call at 2:00 P.M. E.D.T. TOMORROW, TUESDAY, AUGUST 17. The number to call in the United States is 800-553-0351 and Internationally (612) 332-0932. Persons who find this time inconvenient can call after 6:00 p.m. E.D.T. at USA 800-475-6701, or Internationally (320) 365-3844 Access Code#465955 for a taped rebroadcast that will be continuously played for 30 hours. A copy of this presentation can be accessed on the internet at www.northforkbank.com. This presentation contains certain forward looking statements with respect to the financial condition, results of operations and business of North Fork following the consummation of the merger that are subject to various factors which could cause actual results to differ materially from such projections or estimates. Such factors include, but are not limited to, the possibility that the anticipated cost savings, revenue enhancements and timing might not be realized. Additionally, a deterioration in economic conditions adversely effecting the interest rate environment could develop that may effect these forward looking statements. North Fork's current report on Form 8-K filed on August 16, 1999 discloses more fully these factors. DESCRIPTION OF JSB FINANCIAL [NFB LOGO] Principal subsidiary is Jamaica Savings Bank, FSB with 13 locations in Queens, Nassau, Suffolk and Manhattan. JSB SUMMARY FINANCIAL HIGHLIGHTS AS OF JUNE 30, 1999 Total Assets $1.6 billion Loans, net $1.2 billion Securities $0.3 billion Deposits $1.1 billion Shareholders' Equity $375 million Equity to Assets 22.8% THE MERGER TRANSACTION [NFB LOGO] Fixed Exchange Ratio 3.0 shares of NFB for each share of JSB Acquisition Price Per Share $61.31 (based on 8/13/99 closing) Aggregate Price $569 million Price to JSB Book Value 152% Price to JSB 2000 EPS Multiple 18.0 x Premium to Market 4.4% Pro forma Ownership NFB: 84% , JSB: 16% Anticipated Closing First Quarter 2000 Anticipated Accounting Treatment Pooling-of-Interests and tax free exchange Approvals Regulatory and Shareholders' Stock Option 19.9% of JSB Walk away Double trigger walk away - 20% absolute price decline for NFB and a 10% relative price decline from a selected index Due Diligence Completed, including Y2K Reissuance of 7.3 million NFB treasury shares coincident with the closing. RATIONALE FOR TRANSACTION [NFB LOGO] o Immediately increases tangible book value 30%. o Immediately accretive to earnings per share. o Provides $1.1 billion of additional core deposits. o Adds 130,000 retail customers with new markets for commercial banking products. o In-market transaction, substantial cost savings and exceptional revenue potential. o Significantly increases our New York City market penetration. o Very low execution risk. SIGNIFICANT INCREASE IN NORTH FORK'S BOOK VALUE [NFB LOGO] [Following is a statistical data table in lieu of a graphic image in the printed document] TBV SBV At June 30, 1999 NFB $5.20 $5.79 o Tangible Book ProForma $6.70 $7.18 Value increases - ------------ ------------ ------------ 30% to $6.70. o Stated Book Value increases 25% to $7.18. Based on analyst estimates of NFB prospective EPS and dividend payout, it would take 17 months to reach these book value levels without this transaction. CAPITAL POSITIONING WITH FLEXIBILITY [NFB LOGO] [Following is a statistical data table in lieu of a graphic image in the printed document] "Well Capitalized" NFB Pro Forma Leverage 5.00% 8.50% 10.35% o North Fork's Leverage Ratio rises 10.35% from 8.50% at June 30, 1999 o Creates substantial capital capacity for future strategic and operating initiatives ACCRETIVE TO NFB EARNINGS [NFB LOGO] (in 000's except per share amounts) 2000 After 2000 Tax Earnings EPS ------------------- ----------------- North Fork Bancorp * $237,160 $1.75 JSB Financial * 32,198 Share Issuance (1) 7,118 Estimated Benefits of the Merger: Cost Savings 13,154 Revenue Enhancements 4,680 Tax efficiencies (2) 4,707 Portfolio Optimization (3) 5,655 Pro Forma Combined $304,672 $1.78 This earnings model assumes no leverage on additional capital. * Mean IBES estimates (1) Earnings on cash proceeds without leverage. (2) Benefit derived from NFB's lower effective tax rate. (3) Yield improvement on JSB liquid assets acquired.
PRO FORMA BALANCE SHEET [NFB LOGO] June 30, 1999, in millions, North Fork JSB Pro Forma % except per Bancorp Financial Combined Increase share amounts ------------------ ------------------------------------ ------------------ Assets $11,522 $1,620 $13,189 +14% Investments $4,856 $319 $5,222 +8% Loans, net of unearned $6,064 $1,190 $7,254 +20% Total Deposits $6,489 $1,110 $7,599 +17% Total Borrowings $3,850 $50 $3,900 +1% Capital Securities $199 - $199 - Stockholders' Equity $804 $375 $1,226 +53% Intangibles $82 - $82 - Stated Book Value $5.79 $40.43 $7.18 +25% Tangible Book Value $5.20 $40.43 $6.70 +30%
MERGER AND RESTRUCTURE CHARGE [NFB LOGO] ($ in millions) Pre tax After tax ------- --------- Merger Expense $4.1 $3.5 Restructure Charges: Contracts and Severance $32.6 $22.1 Facility and Equipment 5.6 3.3 Other 0.9 0.5 Total Restructure Charge $39.1 $25.9 Tax Bad Debt Recapture $11.6 $7.5 Total Merger and Restructure Charge $54.8 $36.9
COMPARABLE M&A TRANSACTION PRICING [NFB LOGO] ($ in millions) PRICE AS A MULTIPLE OF: --------------------------------- ANNOUNCE. ANNOUNCED PREMIUM BOOK TANG. BOOK FORWARD DATE ACQUIROR TARGET VALUE TO MARKET VALUE VALUE EPS - ----------- ---------------------------- ------------------------------------------------------------- ---------- ---------- 08/16/99 NORTH FORK BANCORP JSB FINANCIAL $569.4 4.4% 1.52X 1.52X 18.0X 1999 YTD 07/28/99 BB&T Corporation Premier Bancshares $597.7 (3.3%) 3.27x 3.35x 21.5x 06/29/99 Hudson United Bncp JeffBanks Inc. 386.9 18.5 2.74 2.85 19.9 06/07/99 Sky Financial Group Mahoning Natl Bncp 306.6 54.5 3.16 3.16 18.6 06/02/99 Peoples Heritage Banknorth Group Inc. 776.9 22.8 2.35 3.06 14.2 05/07/99 Zions Bancorp Pioneer Bancorp. 346.5 NM 5.13 5.13 22.7 05/19/99 U.S. Bancorp Western Bancorp 958.0 13.8 2.61 4.37 22.1 04/19/99 Citizens Bkng Corp. F&M Bncp Inc. 822.5 27.8 3.27 3.42 21.1 02/22/99 Union Planters Corp. Republic Bnkg Corp. 412.0 10.8 2.42 2.60 19.3 02/18/99 U.S. Bancorp Bank of Commerce 306.3 15.9 4.55 4.55 19.6 02/18/99 Summit Bancorp Prime Bancorp Inc. 302.5 0.5 3.25 3.35 21.4 1999 MEDIAN 15.9% 3.20X 3.35X 20.5X
IN SHORT THIS TRANSACTION. . . [NFB LOGO] ... adds to book value. ... adds to GAAP earnings. ... adds over $1 billion in core deposits. ... adds 130,000 more customers. ... does not add to credit risk. .... is very simple to execute. -----END PRIVACY-ENHANCED MESSAGE-----