EXHIBIT 99.2
NORTH FORK BANCORPORATION, INC. (NYSE:NFB) [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.
NORTH FORK BANCORP [NFB LOGO]
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 Value
ProForma $6.70 $7.18 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 to 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]
2000 After 2000
(in 000's except per share amounts) 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, except North Fork JSB Pro Forma %
per share amounts Bancorp Financial Combined Increase
--------------------- ------------------ ----------------- -------------
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 Expenses $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 Dept 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. ACQUIROR TARGET ANNOUNCED PREMIUM BOOK TANG. BOOK FORWARD
DATE VALUE TO MARKET VALUE VALUE EPS
- ------------------------------------------------------------------------------------------------------------------------------------
08/16/99 NORTH FORK JSB FINANCIAL $569.4 4.4% 1.52X 1.52X 18.0X
BANCORP
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.