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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 1, 2000
JSB FINANCIAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 001-13157 11-3000874
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
303 MERRICK ROAD, LYNBROOK, NEW YORK 11563
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 887-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1 THROUGH 4, 6 AND 8. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 14, 2000, a purported class action lawsuit was
filed in the Delaware Court of Chancery entitled WOLFSON V. JSB FINANCIAL, INC.,
ET AL. naming JSB Financial, Inc., a Delaware corporation ("JSB"), all of JSB's
directors and North Fork Bancorporation, Inc., a Delaware corporation ("North
Fork"), as defendants. On February 1, 2000, the parties agreed to a Stipulation
and Agreement of Compromise and Settlement, dated February 1, 2000 (the
"Settlement Agreement"), which embodies the terms of the settlement reached by
the parties. The Settlement Agreement is subject to the approval of the Delaware
Court of Chancery.
Pursuant to the Settlement Agreement, North Fork and JSB each
agreed to supplement the joint proxy statement-prospectus, dated January 11,
2000, that was initially mailed to the stockholders of North Fork and JSB on or
about January 12, 2000 in connection with the special meeting of stockholders of
JSB to be held on February 10, 2000 and the special meeting of stockholders of
North Fork to be held on February 11, 2000. The Supplement, dated February 1,
2000, is being mailed to the stockholders of North Fork and JSB on or about
February 1, 2000. A copy of the Supplement is filed as Exhibit 99.1 hereto.
Also pursuant to the Settlement Agreement, North Fork and JSB
agreed to amend the Amended and Restated Agreement and Plan of Merger, dated as
of August 16, 2000, by and between North Fork and JSB, and the Stock Option
Agreement, dated as of August 16, 1999, by and between North Fork and JSB. A
copy of the amendment to the Amended and Restated Agreement and Plan of Merger
is filed as Exhibit 2.1 hereto, and a copy of the amendment to the Stock Option
Agreement is filed as Exhibit 4.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits. The following Exhibits are filed as part
of this report:
EXHIBIT NO. DESCRIPTION
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2.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Amended and Restated Agreement and Plan of
Merger, dated as of August 16, 1999.
4.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Stock Option Agreement, dated as of August
16, 1999.
99.1 Supplement, dated February 1, 2000, to the joint proxy
statement-prospectus of North Fork Bancorporation, Inc.
and JSB Financial, Inc., dated January 11, 2000.*
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* Incorporated herein by reference to the Registrant's additional
definitive proxy material filed on February 1, 2000 in connection with
the February 10, 2000 Special Meeting of Stockholders.
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SIGNATURES
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.
JSB FINANCIAL, INC.
By: /s/ Thomas R. Lehmann
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Thomas R. Lehmann
Executive Vice President and
Chief Financial Officer
Date: February 1, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Amended and Restated Agreement and Plan of
Merger, dated as of August 16, 1999.
4.1 Amendment, dated as of February 1, 2000, by and between
North Fork Bancorporation, Inc. and JSB Financial,
Inc., to the Stock Option Agreement, dated as of August
16, 1999.
99.1 Supplement, dated February 1, 2000, to the joint proxy
statement-prospectus of North Fork Bancorporation, Inc.
and JSB Financial, Inc., dated January 11, 2000.*
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* Incorporated herein by reference to the Registrant's additional definitive
proxy material filed on February 1, 2000 in connection with the February 10,
2000 Special Meeting of Stockholders.
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