================================================================================
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
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)
================================================================================
ITEMS 1 THROUGH 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On August 16, 1999, JSB Financial, Inc., a Delaware corporation
("JSB"), announced that it had entered into an Agreement and Plan of Merger,
dated as of August 16, 1999 ("Merger Agreement"), with North Fork
Bancorporation, Inc., a Delaware corporation ("NFB"). NFB is the bank holding
company parent of North Fork Bank and Trust Company, a New York State chartered
stock commercial bank. The Merger Agreement provides, among other things, that
JSB will merge with and into NFB, with NFB being the surviving corporation
("Merger"). A copy of the Merger Agreement is attached hereto as Exhibit 2.1.
Capitalized terms which are used but not defined herein shall have the meanings
ascribed to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, each share of JSB common stock, par
value $0.01 per share ("JSB Common Stock"), issued and outstanding immediately
prior to the Effective Time will be converted into and become the right to
receive 3.0 shares of NFB common stock, par value $2.50 per share ("NFB Common
Stock"), except for (i) shares of JSB Common Stock held directly or indirectly
by NFB, other than shares held in a fiduciary capacity in satisfaction of a debt
previously contracted, and (ii) shares held by JSB as treasury stock. Each
holder of JSB Common Stock who would otherwise be entitled to receive a fraction
of a share of NFB Common Stock will receive an amount in cash equal to the
product arrived at by multiplying such fraction of a share of NFB Common Stock
by the NFB Market Value.
The Merger will be structured as a tax-free reorganization and it is
expected that it will be accounted for as a pooling-of-interests; the Merger
Agreement, however, is not conditioned upon such accounting treatment.
Consummation of the Merger is subject to the satisfaction of certain customary
conditions, including approval of the Merger Agreement by the stockholders of
both JSB and NFB and approval of the appropriate regulatory agencies.
JSB has the right to terminate the Merger Agreement if (i) the NFB
Market Value on the Valuation Date falls below $16.35 per share and (ii) such
decline in value is 10% greater than the percentage decline of the shares of
stock of a group of similar financial institutions over the same period, unless
NFB elects to increase the Merger Consideration to be received by JSB's
stockholders as set forth in the Merger Agreement.
The Merger Agreement also provides that options to purchase shares of
JSB Common Stock under JSB's stock option plans that are outstanding at the
Effective Time shall be converted into options to purchase shares of NFB Common
Stock in accordance with the procedure set forth in the Merger Agreement. In
connection with the Merger Agreement, JSB granted to NFB a stock option pursuant
to a Stock Option Agreement, dated as of August 16, 1999, which, under certain
defined circumstances, would enable NFB to purchase up to 19.9% of JSB's issued
and outstanding shares of common stock. The Stock Option Agreement provides that
the total profit receivable thereunder may not exceed $30 million plus
reasonable out-of-pocket expenses. A copy of the Stock Option Agreement is
attached hereto as Exhibit 4.1.
JSB and NFB publicly announced the Merger in a press release dated
August 16, 1999, a copy of which is attached hereto as Exhibit 99.1.
-2-
The press release and analyst presentation incorporated by reference
herein may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of NFB following the
consummation of the Merger, including statements relating to (a) the expected
cost savings and revenue enhancements to be realized from the Merger and (b)
projected 2000 pro forma 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 or revenue enhancements 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; (5) general economic conditions, either nationally or in the
State of New York, are less favorable than expected; (6) changes in real estate
values; (7) changes in accounting principles; (8) changes in legislation; (9)
changes in other economic, governmental, regulatory and technological factors
affecting each company's operations, pricing, products and services; and (10)
the impact of the Year 2000
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of
this report:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger, dated as of August
16, 1999, by and between North Fork
Bancorporation, Inc. and JSB Financial, Inc.*
4.1 Stock Option Agreement, dated August 16, 1999,
by and between North Fork Bancorporation, Inc.
and JSB Financial, Inc.*
99.1 Press Release issued August 16, 1999.
99.2 Analyst Presentation.
* to be filed by amendment.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
-3-
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
----------------------------
Thomas R. Lehmann
Executive Vice President and
Chief Financial Officer
Date: August 17, 1999
-4-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of August 16,
1999, by and between North Fork Bancorporation, Inc.
and JSB Financial, Inc.*
4.1 Stock Option Agreement, dated as of August 16, 1999, by
and between North Fork Bancorporation, Inc. and JSB
Financial, Inc.*
99.1 Press Release issued August 16, 1999.
99.2 Analyst Presentation.
- ------------------
* to be filed by amendment.
-5-