-----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, SUkAZ5MeBD7XMFjGz1viALAbFM6GzUsvrVuejTZItnrupfjGdj4utD607JbO97nm S81ggrXH8/Nv6DlHFdcIFg== 0000950123-99-009489.txt : 19991026 0000950123-99-009489.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950123-99-009489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991014 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991025 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: 99732876 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 NORTH FORK BANCORPORATION, INC. 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) - October 14, 1999 ---------------- 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 2 ITEM 5. OTHER EVENTS North Fork Bancorporation, Inc. issued a press release announcing increased 1999 third quarter earnings of $54.1 million, or diluted earnings per share of $.40, as compared to $52.7 million, or $.37 diluted earnings per share, in 1998. Net income for the nine months ended September 30, 1999 was $166.1 million, or diluted earnings per share of $1.20 which increased 13%, as compared to $1.06 diluted earnings per share or $149.5 million in the prior year nine month period. The press release issued by the Registrant 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 October 14, 1999 2 3 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: October 25, 1999 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy ------------------------------- Daniel M. Healy Executive Vice President and Chief Financial Officer 3 EX-99.1 2 PRESS RELEASE 1 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 Contact: Daniel M. Healy Executive Vice President Chief Financial Officer NORTH FORK BANCORP ANNOUNCES INCREASE IN NET INCOME FOR THE THIRD QUARTER OF 1999 AND PROGRESS TOWARDS PENDING MERGER TRANSACTIONS MELVILLE, N.Y. - OCTOBER 14, 1999 - NORTH FORK BANCORPORATION, INC. (NYSE: NFB) reported increased 1999 third quarter earnings of $54.1 million, or diluted earnings per share of $.40, as compared to $52.7 million, or $.37 diluted earnings per share, in 1998. Net income for the nine months ended September 30, 1999 was $166.1 million, or diluted earnings per share of $1.20 which increased 13%, as compared to $1.06 diluted earnings per share or $149.5 million in the prior year nine month period. Average shares outstanding in 1999 were reduced by the Company's previously announced commitment to purchase its shares in open market transactions to satisfy the share exchange ratio in the pending Reliance Bancorp, Inc. purchase transaction, discussed more fully below. Net income for the nine months ended September 30, 1998, excludes merger related restructure charges and special items of $38.6 million ($.28 diluted earnings per share), net of taxes, associated principally with the March 1998 acquisition of New York Bancorp, the parent company of Home Federal Savings Bank. North Fork's return on average equity in the three and nine month periods ended September 30, 1999 exceeded 26% and generated returns on average assets of 1.84% and 1.96%, respectively. "We will achieve our financial goals for the full year and are anxious to complete the integration of our pending acquisitions," stated John Adam Kanas, Chairman, President and Chief Executive Officer. Page 1 2 Net interest income for the quarter ended September 30, 1999 was $113.4 million, providing a net interest margin of 4.09%, as compared to $106.4 million and 4.46% for the same period in 1998. On a linked quarter basis in 1999, the net interest margin declined fourteen basis points from the 4.23% recorded in the quarter ended June 30, 1999. Although the net interest income remained at approximately the same level, the net interest margin declined primarily due to an increase in the average cost and volume of short term borrowings. Total deposits at September 30, 1999 were $6.6 billion reflecting increases over September 30, 1998 and June 30, 1999. "The Reliance and Jamaica transactions bring valued core deposits, which will reduce our dependence on borrowings in the future and should reverse the trend of margin decline," said Mr. Kanas. The demand deposit component of total deposits continued its upward trend, a reflection of the Company's ability to convert acquired thrift institutions to its commercial banking model. At September 30, 1999, loans were $6.4 billion, or approximately 13% greater than September 1998. Each component of the Company's loan portfolio contributed to this growth, with consumer loans reflecting the largest increase. The Company's consumer loans are principally "A" rated. In 1999, non interest income, exclusive of security transactions, reflected gains compared to 1998. Additionally, the core efficiency ratio improved to 34% in both the 1999 third quarter and year to date. In the quarter, the Company purchased approximately $50 million of trust accounts from Republic National Bank for its trust services and asset management business. The Company plans to selectively add profitable fee generating products when similar opportunities arise. In August 1999, the Company announced that it had entered into definitive agreements to acquire JSB Financial, Inc. (NYSE:JSB), the parent of Jamaica Savings Bank, and Reliance Bancorp Inc. (NASDAQ:RELY), the parent of Reliance Federal Savings Bank. The Company expects to issue approximately 27.8 and 17.1 million common shares in the JSB and RELY transactions, respectively. JSB will be accounted for as a pooling of interests and RELY as a purchase transaction for financial reporting purposes. Both are tax free exchanges that are expected to close in the first quarter of 2000. RELY will be closed prior to the JSB transaction. Regulatory applications with the FRB, FDIC, NYSBD and OTS have been filed and special shareholder meetings seeking approval for the mergers will be held in January 2000. The Company advised at the time of the RELY announcement on August 30, 1999, that it intends to purchase up to approximately 8.5 million of its common shares. These shares will satisfy in part, the RELY common share exchange with the remainder of the issuable North Fork shares from common stock held by the Company. North Fork held approximately 9 million shares in treasury at the time of the announcement. Since August 30, 1999, approximately 5.2 million North Fork common shares, (including RELY equivalents), have been purchased in open market transactions. While there can be no assurance provided relative to the Company's success in purchasing the remaining or 3.3 million shares, management believes that it can be accomplished prior to the RELY consummation. Subsequent to these acquisitions, North Fork will enjoy a leading New York Metropolitan market share with approximately $15.6 billion in assets, $9.2 billion in deposits and will operate from 150 branch locations. The Company is ranked among the top 50 Commercial Bank Holding Companies in the nation and has consistently achieved superior financial returns. More information regarding North Fork and its pending acquisitions of JSB and RELY can be obtained from its website at www.northforkbank.com. Page 2 3 North Fork Bancorporation, Inc. (NYSE: NFB) (In thousands, except ratios and per share amounts)
Three Months Ended Nine Months Ended INCOME STATEMENT HIGHLIGHTS Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1999 1998 1999 1998 ------------------------ ------------------------ Interest Income $ 208,221 $ 188,110 $ 604,444 $ 560,984 Interest Expense 94,857 81,735 267,591 245,888 --------- --------- --------- --------- Net Interest Income 113,364 106,375 336,853 315,096 Provision for Loan Losses 1,250 1,000 3,750 3,000 --------- --------- --------- --------- Net Interest Income after Provision for Loan Losses 112,114 105,375 333,103 312,096 --------- --------- --------- --------- Non-Interest Income: Fees and Service Charges on Deposit Accounts 7,807 6,583 21,233 19,476 Investment Mgmt., Commissions and Trust Fees 3,776 4,324 12,348 9,811 Mortgage Banking Operations 946 1,002 2,845 3,065 Other Operating Income 2,808 2,767 7,888 9,236 Net Securities Gains 180 3,116 9,900 4,834 --------- --------- --------- --------- Total Non-Interest Income 15,517 17,792 54,214 46,422 --------- --------- --------- --------- Non-Interest Expense: Other Operating Expenses 38,035 35,742 112,943 109,866 Amortization of Intangible Assets 2,108 2,188 6,267 6,403 Capital Securities Costs 4,211 4,211 12,633 12,633 --------- --------- --------- --------- Total Non-Interest Expense 44,354 42,141 131,843 128,902 --------- --------- --------- --------- Earnings Before Income Taxes 83,277 81,026 255,474 229,616 Provision for Income Taxes 29,147 28,359 89,416 80,076 --------- --------- --------- --------- Net Income before Special Items $ 54,130 $ 52,667 $ 166,058 $ 149,540 Less: Merger Related Restructure Charge and Special Items, net of taxes (1) -- -- -- (38,601) --------- --------- --------- --------- Net Income $ 54,130 $ 52,667 $ 166,058 $ 110,939 ========= ========= ========= ========= Earnings Per Share - Basic(1) $0.40 $0.37 $1.21 $1.06 Earnings Per Share - Diluted(1) $0.40 $0.37 $1.20 $1.06 Average Shares Outstanding - Basic 134,484 141,811 137,342 140,547 Average Shares Outstanding - Diluted 135,264 142,734 138,197 141,680 Cash Dividends per Share $0.150 $0.125 $0.450 $0.375 Return on Average Total Assets(1) 1.84% 2.07% 1.96% 2.00% Return on Average Stockholders' Equity(1) (2) 26.17% 24.68% 26.33% 24.86% Yield on Interest Earning Assets(3) 7.43% 7.85% 7.52% 7.94% Cost of Funds 4.14% 4.19% 4.07% 4.22% Net Interest Margin(3) 4.09% 4.46% 4.22% 4.48% Core Efficiency Ratio(4) 33.73% 34.47% 34.17% 35.67%
Page 3 4 North Fork Bancorporation, Inc. (NYSE: NFB) (In thousands, except ratios and per share amounts)
Sept. 30, June 30, December 31, Sept. 30, BALANCE SHEET HIGHLIGHTS 1999 1999 1998 1998 - ------------------------ -------------------------------------------------------------------- Total Assets $ 11,914,847 $ 11,522,285 $ 10,679,556 $ 10,224,071 Loans, net 6,386,042 6,063,611 5,714,293 5,655,875 Allowance for Loan Losses 68,950 69,390 71,759 73,606 Securities Available-for-Sale 3,598,197 3,515,280 2,980,223 3,188,063 Securities Held-to-Maturity 1,279,978 1,340,653 1,571,545 988,814 Intangible Assets 81,052 82,109 84,676 92,579 Demand Deposits 1,461,517 1,437,155 1,263,105 1,113,162 Interest Bearing Deposits 5,109,381 5,052,312 5,164,517 5,356,111 Borrowings 4,170,416 3,849,796 2,990,096 2,470,096 Capital Securities 199,308 199,301 199,289 199,283 Stockholders' Equity 717,576 804,278 831,250 873,027 Book Value Per Share $5.38 $5.79 $5.89 $6.09 Actual Shares Outstanding 133,316 138,822 141,072 143,295 SELECTED FINANCIAL HIGHLIGHTS CAPITAL RATIOS: - ------------------------------------------- Risk Based Capital Tier 1 12.76% 14.52% 15.19% 16.58% Total 13.75% 16.39% 15.57% 17.83% Leverage Ratio 7.65% 8.50% 9.09% 9.68% ASSET QUALITY: - -------------------------------------------- Non-Performing Loans $ 15,318 $ 13,876 $ 15,276 $ 17,123 Other Real Estate 462 646 3,217 3,269 ------------------------------------------------------------------- Total Non-Performing Assets $ 15,780 $ 14,522 $ 18,493 $ 20,392 ==================================================================== Restructured, Accruing Loans $ -- $ -- $ 584 $ 4,298 Allowance for Loan Losses to Non-Performing Loans 450% 500% 470% 430% Allowance for Loan Losses to Total Loans, net 1.08% 1.14% 1.26% 1.30% Non-Performing Loans to Total Loans, net 0.24% 0.23% 0.27% 0.30%
Page 4 5 Notes to September 30, 1999 Earnings Release (1) Merger Related Restructure Charge and Special Items incurred in March 1998 were comprised of a $52.5 million merger related restructure charge, an additional $11.5 million loan loss provision, a $6 million write-down of intangible assets, securities losses of $2.5 million, and $1.8 million of other operating expenses (net of $20.7 million in tax benefit). Tax items included a charge of $5 million related to the recapture of Home Federal's bad debt reserve for State and Local tax purposes and a benefit of $20 million, which resulted from a corporate reorganization. Diluted earnings per share, return on average assets and return on average equity for the nine months ended September 30, 1998 including these items was $0.78, 1.48% and 18.44%, respectively. (2) Excludes the effect of the SFAS No. 115 adjustment. (3) Presented on a tax equivalent basis. (4) The core efficiency ratio is defined as the ratio of non-interest expense, net of other real estate expenses and other non-recurring charges, to net interest income on a tax equivalent basis and other non-interest income, net of securities gains and other non-recurring items. Page 5 -----END PRIVACY-ENHANCED MESSAGE-----