-----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, G+DCIylF54p+VBvyfcRoNS88iid/g+MdVlVG8hZw/XTJv5YN/kr/+KsyYvkoEhqA LNJL586YmOunxiVg9vw0Rg== /in/edgar/work/20000915/0001005477-00-006551/0001005477-00-006551.txt : 20000923 0001005477-00-006551.hdr.sgml : 20000923 ACCESSION NUMBER: 0001005477-00-006551 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAVEN BANCORP INC CENTRAL INDEX KEY: 0000900741 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 113153802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-21628 FILM NUMBER: 723750 BUSINESS ADDRESS: STREET 1: 615 MERRICK AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5166838385 MAIL ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUEENS COUNTY BANCORP INC CENTRAL INDEX KEY: 0000910073 STANDARD INDUSTRIAL CLASSIFICATION: [6036 ] IRS NUMBER: 061377322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 38-25 MAIN ST CITY: FLUSHING STATE: NY ZIP: 11354 BUSINESS PHONE: 7183596400 MAIL ADDRESS: STREET 1: 38-25 MAIN STREET CITY: FLUSHING STATE: NY ZIP: 11354 425 1 0001.txt FORM 425 Filed by Queens County Bancorp, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 s Subject Company: Queens County Bancorp, Inc. Commission File No. 0-22278 [LOGO] Queens County Bancorp, Inc. Friedman Billings Ramsey 7th Annual Investor Conference September 11, 2000 [GRAPHIC OMITTED] Solid Fundamentals. Steady Earnings Growth. Significant Potential. [LOGO] Queens County Bancorp, Inc. Forward-Looking Statements This presentation contains certain forward-looking statements with regard to the Company's prospective performance, strategies, and pending merger with Haven Bancorp, Inc. within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of said safe harbor provisions. These forward-looking statements are based on current expectations, but actual results may differ materially from anticipated future results. Specific factors that could cause future results to vary from current management expectations are discussed in the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2000. Forward-looking statements may be identified by their reference to future periods and include, without limitation, those statements relating to the anticipated effects of the merger. The following factors, among others, could cause the actual results of the merger to differ materially from the expectations stated in this presentation: the ability of the companies to obtain the required shareholder or regulatory approvals of the merger; the ability of the companies to consummate the merger; the ability to successfully integrate the companies following the merger; a materially adverse change in the financial condition of either company; the ability to fully realize the expected cost savings and revenues; and the ability to realize the expected cost savings and revenues on a timely basis. In addition, factors that could cause the actual results of the merger to differ materially from current expectations include a change in economic conditions; changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation and regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the companies' operations, pricing, and services. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. The Company and Haven Bancorp, Inc. have filed a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov. In addition, documents filed with the SEC by the Company will be available free of charge from Ilene A. Angarola, Vice President, Investor Relations, at Queens County Bancorp, Inc., 38-25-Main Street, Flushing, NY 11354. Documents filed with the SEC by Haven Bancorp, Inc. will be available free of charge from Catherine Califano, Senior Vice President and Chief Financial Officer at Haven Bancorp, Inc., 615 Merrick Avenue, Westbury, NY 11590. 2 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company has been ranked the nation's top-performing thrift*. 6/30/00 6/30/00 6/30/00 Industry QCSB QCSB Average Earnings Cash Earnings ================================================================================ ROA 0.74% 1.57% 2.08% ROE 7.68 23.77 31.40 Efficiency ratio 63.47 31.77 29.37 Op. expense/Avg. assets 2.38 1.14 1.06 Interest rate spread 2.84 3.17 3.17 Net interest margin 3.31 3.50 3.50 *May 2000 ThriftINVESTOR 3 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. From 1993-1999, diluted cash EPS rose 341%. [GRAPHIC OMITTED] [The following table was depicted as a mountain chart in the printed material.]
1993 1994 1995 1996 1997 1998 1999 2000 Diluted earnings per share $0.48 $0.68 $0.77 $0.85 $1.07 $1.34 $1.59 $1.76* Diluted cash earnings per share $0.53 $0.80 $0.91 $1.12 $1.62 $2.17 $2.34 $2.33*
* Consensus earnings estimate 4 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company's 6/30/00 Cash ROA exceeded the industry average by 134 basis points. [GRAPHIC OMITTED] [The following table was depicted as a bar chart in the printed material.] Industry ROA 0.68% 0.68% 0.84% 0.89% 0.86% 0.74% QCSB ROA 1.72% 1.63% 1.61% 1.62% 1.69% 1.57% QCSB Cash ROA 2.02% 2.14% 2.46% 2.64% 2.37% 2.08% Average Assets $1,172.6 $1,282.1 $1,441.3 $1,658.3 $1,868.3 $1,954.8 1995 1996 1997 1998 1999 6/30/00 5 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company's 6/30/00 Cash ROE was 4.1 times the industry average. [GRAPHIC OMITTED] [The following table was depicted as a line graph in the printed material.] 1995 1996 1997 1998 1999 6/30/00 Industry ROA 9.02% 8.88% 9.18% 7.93% 8.14% 7.68% QCSB ROA 9.70% 10.10% 12.95% 17.32% 22.99% 23.77% QCSB Cash ROA 11.36% 13.24% 19.71% 28.13% 32.21% 31.40% 6 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company's profitability has stemmed from solid fundamentals: Loan-driven Asset Growth o Since 1993, the multi-family mortgage loan portfolio has grown to $1.5 billion, an increase of 248%. o In 1999, multi-family loan originations totaled $603.0 million, exceeding the 1998 total by 47%. o Multi-family loan originations totaled $238.9 million in the first six months of 2000; the pipeline held $206.0 million more at July 12. o Since 1993, the Company's average assets have grown 100%. 7 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company's profitability has stemmed from solid fundamentals: Exceptional Asset Quality o The Company has had 23 consecutive quarters without any net charge-offs. o There have been no non-performing in-market multi-family loans since at least 1987. o At June 30, 2000, the ratio of NPAs to total assets was 0.15%. o The ratio of NPLs to loans, net was 0.17%. 8 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. At $7.0 million, the allowance for loan losses is nearly five times the total volume of net charge-offs since 1987. [GRAPHIC OMITTED] Since 1987, the Company has recorded accumulated net charge-offs of $1.4 million. [GRAPHIC OMITTED] On the basis of this experience, the current allowance for loan losses could provide coverage for the next 69 years. 9 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company's profitability has stemmed from solid fundamentals: Effective Cost Control o While growing the balance sheet, the Company has reduced its operating expense from a high of $27.1 million in 1997 to a low of $21.4 million in 1999, an improvement of 21%. o The Company's June 30, 2000 cash efficiency ratio was 29.37%, as compared to the industry average of 63.47%. o The cash ratio of operating expense to average assets was 1.06%, as compared to the industry average of 2.38%. 10 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company has enhanced value through a series of strategic actions. o 5 stock splits in four years o A 22-fold increase in the quarterly cash dividend; on a pre-split basis, the current annualized dividend is equivalent to $6.75 per share o 13.7 million shares repurchased from October 1994 through August 15, 2000 o The Company has contracted to sell its executive office building and the adjacent parking lot to a local real estate developer for a pre-tax gain of approximately $14.0 million. o The Company signed a definitive agreement to acquire Haven Bancorp, Inc. on June 27, 2000. 11 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The acquisition marries a proven deposit generator with a proven generator of high quality assets. ---------- ---------- QCSB HAVN Loans Deposits ---------- ---------- | | ---------- NYCB ---------- A balanced, self-funding financial institution with assets of $5.0 billion, loans of $3.5 billion, and deposits of $3.2 billion 12 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. Key Transaction Terms Fixed exchange ratio: 1.04 QCSB shares per HAVN share Price per HAVN share: $18.85(1) Transaction value: $196 million(1) Implied market premium: 4.0%(2) New company name: New York Community Bancorp, Inc. ("NYCB") Headquarters: Westbury, New York HAVN board representation: 3 of 11 seats on NYCB board Chairman, President & CEO: Joseph R. Ficalora (1) Based on QCSB closing price on June 27, 2000. (2) Premium to HAVN June 27, 2000 closing price. 13 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. Key Structural Terms Transaction structure: Purchase Tax-free exchange 19.9% stock option granted to QCSB Ownership split: 68% QCSB / 32% HAVN(1) Stock buyback: Up to 20% of the shares issued in the transaction(2) Expected closing: 4Q 2000 Estimated merger-related charges: $31 million (pre-tax) Estimated annual cost savings: $14 million (pre-tax) / $8.5 million (after- tax) Required approvals: QCSB and HAVN shareholders Federal Reserve Bank NYS Banking Department FDIC OTS (1) Excludes the impact of any share repurchases. (2) Under certain circumstances, shares of HAVN may be purchased. 14 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. There are several compelling reasons for the QCSB/HAVN combination. o Facilitates cost-effective loan growth by replacing wholesale borrowings with lower cost deposits o Expands the Company's market share in its core Queens market and increases its presence throughout metro New York o Enhances the potential for increased fee income o Addresses HAVN's balance sheet risks through purchase accounting and planned balance sheet restructuring o Augments QCSB's management team o Generates estimated earnings accretion of approximately 25% 15 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Haven acquisition will be a significant source of low-cost funding for the Company's mortgage loans. [GRAPHIC OMITTED] [The following tables were depicted as pie charts in the printed material.]
QCSB HAVN NYCB Total Deposits: $1.0 billion Total Deposits: $2.2 billion Total Deposits: $3.2 billion Non-interest bearing 4.3% 6.9% 6.1% NOW and MMAs 10.1% 9.8% 9.9% Savings 27.0% 30.3% 29.2% CDs 58.6% 53.0% 54.8%
16 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. Upon completion of the merger, the Company will restructure the balance sheet, improving the ratio of loans to deposits to approximately 80%. (dollars in billions) [The following was represented as a bar graph in the printed material.] Loans Deposits Loans Deposits Loans Deposits $1.8 $1.0 $3.5 $3.2 $2.5 $3.1 QCSB NYCB NYCB 6/30/00: 160% Upon completion: 110% After restructuring: 80% 17 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. New York Community Bancorp may retain two charters to facilitate further consolidation and operational flexibility. [The following was represented as an organizational chart in the printed material.] ---------------------------------------------------- New York Community Bancorp, Inc. ---------------------------------------------------- Traditional Branch Banking Supermarket Branch Banking ----------------------------- -------------------------- Queens CFS CFS County Traditional Supermarket Savings Bank Branches Branches ----------------------------- -------------------------- 18 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The acquisition will expand the Company's footprint and provide a broader, more diversified branch network. [MAP OMITTED] 19 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The acquisition significantly improves the Company's position in its core Queens market... (dollars in millions) Queens Total Market Rank Institution Deposits Share - -------------------------------------------------------------------------------- 1 CHASE MANHATTAN CORP. (NY) $ 4,102 14.3% 2 CITIGROUP INC. (NY) 3,124 10.9 3 ASTORIA FINANCIAL CORP. (NY) 2,915 10.2 4 NORTH FORK BANCORP (NY) 2,598 9.1 5 GREENPOINT FINANCIAL CORP (NY) 2,299 8.0 6 NEW YORK COMMUNITY BANCORP (NY) 2,277 8.0 6 HSBC HOLDINGS, PLC (FO) 1,991 7.0 7 HAVEN BANCORP, INC. (NY) 1,178 4.1 8 RIDGEWOOD SAVINGS BANK (NY) 1,133 4.0 9 QUEENS COUNTY BANCORP, INC. (NY) 1,099 3.8 10 INDEPENDENCE COMM. BANK CORP. (NY) 876 3.1 - -------------------------------------------------------------------------------- Totals: QUEENS, NY $28,617 100.0% Source: SNL Branch Migration DataSource as of June 30, 1999 20 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. ...and changes the competitive landscape for NY thrifts. (dollars in millions) Total Market Rank Institution Deposits Share - -------------------------------------------------------------------------------- 1 GREENPOINT FINANCIAL CORP. $11,792 18.5% 2 DIME BANCORP, INC. 11,417 18.0 3 ASTORIA FINANCIAL CORP. 9,497 14.9 4 EMIGRANT BANCORP, INC. 4,479 7.0 5 APPLE BANK FOR SAVINGS 4,460 7.0 6 ROSLYN BANCORP, INC. 4,257 6.7 7 INDEPENDENCE COMM. BANK CORP. 3,439 5.4 8 NEW YORK COMMUNITY BANCORP 3,012 4.7 8 HAVEN BANCORP, INC. 1,844 2.9 9 STATEN ISLAND BANCORP, INC. 1,821 2.9 10 RIDGEWOOD SAVINGS BANK 1,811 2.8 12 QUEENS COUNTY BANCORP, INC. 1,168 1.8 - -------------------------------------------------------------------------------- TOTAL $63,583 100.0% Source: SNL Branch Migration DataSource as of June 30, 1999 N.B. Market served is defined as Kings, Nassau, New York, Queens, Richmond, Rockland, Suffolk, and Westchester counties. 21 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. While not included in the pro forma numbers, the potential for increased fee income is significant. o HAVN has a demonstrated ability to generate fee income o The combined company will offer several fee-generating products, including: o Insurance o Annuities o Brokerage o Mutual funds o Single-family mortgages o Consumer loans 22 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. Upon completion of the merger, the Company will implement a profitable restructuring plan. 1) Reduce the securities and 1-4 family mortgage loan portfolios: o Sell $1 billion; run-off or sell remainder in future periods o Proceeds used to fund higher-yielding multi-family loan production, pay down borrowed funds, and fund disposition of sold or closed branches 2) Focus on core franchise - sell CT and NJ supermarket branches 3) Repurchase up to 20% of the shares issued in the transaction subject to market conditions; leverage excess capital as attractive opportunities arise 4) Mark-to-market balance sheet to absorb current embedded losses up front and enhance future-period earnings 5) Retain Haven's headquarters in Westbury to take advantage of attractive tax and operational benefits 23 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The Company anticipates selling the 15 out-of-state supermarket branches. (dollars in millions; data at or for the quarter ended 6/30/00) Core Non-Core NY CT/NJ Total ---------------------------------------------- Traditional Branches - -------------------- QCSB 11 - 11 Deposits $1,040 - $1,040 Cost 4.02% - 4.02% HAVN 8 - 8 Deposits* $1,246 - $1,246 Cost 3.90% - 3.90% Supermarket Branches - -------------------- Pathmark 38 - 38 Shoprite 5 12 17 Other 4 3 7 -------------- -------------- -------------- Total supermarket branches 47 15 62 Deposits $ 764 $144 $ 908 Cost 4.54% 4.96% 4.61% Total combined deposits $3,050 $144 $3,194 Weighted average cost 4.11% 4.96% 4.15% -------------- * Excludes approximately $50 million of affiliate company deposits. 24 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The transaction is expected to be approximately 25% accretive to earnings in 2001. (dollars in millions, except per share amounts) Projected --------------------------------- 2001 2002 --------- --------- QCSB stand-alone (1) $35 $39 HAVN stand-alone (2) $23 $25 Cost savings 4 7 Purchase accounting/Restructuring impact 10 6 Goodwill amortization (6) (6) --------- --------- Pro forma net income $66 $70 ========= ========= Stand-alone EPS $1.95 $2.16 Pro forma EPS 2.47 2.63 - -------------------------------------------------------------------------------- % Accretion 26.8% 21.7% - -------------------------------------------------------------------------------- Stand-alone cash EPS $2.64 $2.86 Pro forma cash EPS $2.74 $3.17 - -------------------------------------------------------------------------------- % Accretion 3.8% 10.8% - -------------------------------------------------------------------------------- ROAA 1.62% 1.68% ROACE 20.5 20.0 Average diluted shares outstanding (3) 26.8 26.8 (1) Based on IBES estimates (as of May 17, 2000) of $1.95 for 2001 grown at IBES long-term growth rate of 11% for 2002. (2) Based on IBES estimates (as of May 17, 2000) of $2.51 for 2001 grown at IBES long-term growth rate of 9% for 2002. (3) Includes effect of 20% repurchase at transaction price. 25 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. Projected Pro Forma Balance Sheet (dollars in millions)
Projected at 12/31/00 Purchase & Combined Projected Pro Forma ------------------------- Restructuring Pro Forma --------------------- QCSB HAVN Total Adjustments(1) 31-Dec-00 2001(2) 2002(2) - ------------------------------------------------------------------------------------------------------------------- Securities $ 213 $ 950 $1,163 $ (58) $1,104 $ 679 $ 155 Net loans 1,744 1,805 3,549 (1,071) 2,478 2,899 3,637 Goodwill -- 1 1 127 128 121 115 Other assets 118 210 328 31 359 385 368 ------ ------ ------ ------- ------ ------ ------ Total assets $2,076 $2,966 $5,042 $ (972) $4,070 $4,083 $4,275 ====== ====== ====== ======= ====== ====== ====== Deposits $1,093 $2,151 $3,244 $ (156) $3,088 $3,088 $3,211 Borrowed funds/other 831 706 1,536 (863) 674 659 696 ------ ------ ------ ------- ------ ------ ------ Total liabilities 1,924 2,857 4,780 (1,019) 3,761 3,746 3,908 Common equity 152 109 261 47 309 337 367 ------ ------ ------ ------- ------ ------ ------ Total liabilities & equity $2,076 $2,966 $5,042 $ (972) $4,070 $4,083 $4,275 ====== ====== ====== ======= ====== ====== ====== Loans/deposits 160.3% 84.7% 110.2% -- 80.6% 94.4% 114.0% Tangible common equity 7.33 3.65 5.16 -- 4.58 5.44 6.07 Tier 1 15.20 11.50 13.25 -- 13.29 14.73 15.57 Leverage ratio 10.17 6.04 7.74 -- 7.88 8.72 9.19
(1) QCSB estimates (2) Includes impact of 20% share repurchase. 26 [GRAPHIC] ================================================================================ [LOGO] Queens County Bancorp, Inc. The merger is progressing according to schedule. o S-4 filed August 3, 2000 o Regulatory applications filed o Special Meeting of Shareholders to be set o Systems/product integration process initiated o On target for 4Q 2000 close 27 [GRAPHIC] ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----