SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 30, 2000
NEW YORK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22278 06-1377322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
615 Merrick Avenue, 11590
Westbury, NY (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 683-4100
QUEENS COUNTY BANCORP, INC.
38-25 Main Street
Flushing, NY
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On November 30, 2000, the merger of Haven Bancorp, Inc., a Delaware
corporation ("Haven"), with and into New York Community Bancorp, Inc., a
Delaware corporation, formerly known as Queens County Bancorp, Inc. ("Queens"),
as contemplated by the Agreement and Plan of Merger, dated as of June 27, 2000,
between Queens and Haven was consummated. In connection with the Merger, Queens,
which is the surviving corporation in the Merger, changed its name to "New York
Community Bancorp, Inc."
The preceding is qualified in its entirety by reference to a press
release, the text of which is attached hereto as an Exhibit and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
(i) Haven Bancorp, Inc. financial statements for the year ended
December 31, 1999, as included in the Haven Bancorp, Inc.
Annual Report on Form 10-K, as amended, including independent
auditors' report as filed with the Commission on October 12,
2000, and attached hereto as Exhibit 99.2
(ii) Haven Bancorp, Inc. Annual Report on Form 10-K for the year
ended December 31, 1999, including independent auditors'
report as filed with the Commission on March 30, 2000 and
attached hereto as Exhibit 99.3
(iii) Haven Bancorp, Inc. financial statements for the year ended
December 31, 1998 as included in the Haven Bancorp, Inc.
Annual Report on Form 10-K, as filed with the Commission on
March 31, 1999 and attached hereto as Exhibit 99.4
(b) Pro Forma Financial Information
(i) Queens County Bancorp, Inc. Pro Forma Combined Condensed
Statement of Financial Condition as of September 30, 2000
(ii) Queens County Bancorp, Inc. Pro Forma Combined Condensed
Statement of Income for the year ended December 31, 1999
(iii) Queens County Bancorp, Inc. Pro Forma Combined Condensed
Statement of Income for the nine months ended September 30,
2000
-2-
(c) Exhibits
Exhibit Description
- ------- -----------
2.1 Agreement and Plan of Merger by and between Queens and Haven dated
as of June 27, 2000 (incorporated herein by reference to
Registrant's Current Report on Form 8-K, as filed with the
Commission on June 30, 2000)
10.1 Stock Option Agreement by and between Queens County and Haven, dated
as of June 27, 2000 (incorporated herein by reference to
Registrant's Current Report on Form 8-K, as filed with the
Commission on June 30, 2000)
99.1 Press Release of New York Community Bancorp, Inc., dated as of
December 1, 2000
99.2 Haven Bancorp, Inc. Annual Report on Form 10-K, as amended, as filed
with the Commission on October 12, 2000
99.3 Haven Bancorp, Inc. Annual Report on Form 10-K, as filed with the
Commission on March 30, 2000
99.4 Haven Bancorp, Inc. Annual Report on Form 10-K, as filed with the
Commission on March 31, 1999
-3-
QUEENS COUNTY BANCORP, INC. AND HAVEN BANCORP, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Condensed Consolidated
Statement of Financial Condition combines the historical Consolidated Statement
of Financial Condition of Queens and subsidiary and the adjusted historical
Consolidated Statement of Financial Condition of Haven and subsidiaries giving
effect to the consummation of the merger on September 30, 2000, using the
purchase method of accounting and giving effect to the related pro forma
adjustments described in the accompanying Notes to the Unaudited Pro Forma
Combined Condensed Consolidated Financial Statements. The following Unaudited
Pro Forma Combined Condensed Consolidated Statements of Income for the year
ended December 31, 1999 and the nine months ended September 30, 2000 combine the
historical Consolidated Statements of Income of Queens and subsidiary and Haven
and subsidiaries giving effect to the merger as if the merger had become
effective on September 30, 2000, using the purchase method of accounting and
giving effect to the related pro forma adjustments described in the accompanying
Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial
Statements.
The unaudited pro forma combined condensed consolidated financial
statements included herein, which have been prepared in accordance with the
rules prescribed by Article 11 of Regulation S-X, are presented for
informational purposes only. This information includes various estimates and may
not necessarily be indicative of the financial position or results of operations
that would have obtained had the merger been consummated on the dates assumed.
The unaudited pro forma combined condensed consolidated financial statements and
accompanying notes should be read in conjunction with and are qualified in their
entirety by reference to the historical financial statements and related notes
thereto of Queens and subsidiary and Haven and subsidiaries information and
notes thereto appearing elsewhere herein. The actual results may change as
additional facts become known.
-4-
QUEENS COUNTY BANCORP, INC. AND HAVEN BANCORP, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 2000
(In thousands)
QUEENS HAVEN PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT COMBINED
---------- ---------- ------------ ----------
ASSETS
Cash and due from banks........................ $28,473 $52,308 $80,781
Money market investments....................... 6,000 15,100 21,100
Securities available for sale.................. 15,095 903,750 $-76,900 (D) 579,293
37,185 (D)
-36,959 (C)
-262,878 (G)
Securities held to maturity and FHLB stock..... 204,406 27,865 232,271
Loans held for sale............................ -- 1,425 1,425
Loans receivable............................... 1,835,139 1,881,936 -700,000 (G) 2,931,875
-85,200 (D)
Allowance for loan losses...................... -7,031 -17,586 8,000 (B) -16,617
---------- ---------- ------------ ----------
Loans receivable, net.......................... 1,828,108 1,864,350 -777,200 2,915,258
Excess of cost over fair value of net assets
acquired and other intangibles................. - - 129,104 (E) 129,104
Other assets................................... 78,732 94,078 56,520 (D) 232,654
---------- ---------- ------------ ----------
Total assets................................... $2,160,814 $2,958,876 $-931,128 $4,188,562
========== ========== ============ ==========
LIABILITIES
Deposits....................................... $1,112,598 $2,159,499 $-5,200 (D) $3,122,897
-144,000 (G)
Borrowings..................................... 877,961 652,228 -12,200 (D) 697,462
-818,878 (G)
-1,649 (D)
Other liabilities.............................. 47,576 23,561 - 71,137
---------- ---------- ------------ ----------
Total liabilities.............................. 2,038,135 2,835,288 -981,927 3,891,496
STOCKHOLDERS' EQUITY
Common stock................................... 310 100 -100 (F) 310
Additional paid-in-capital..................... 151,863 54,011 -54,011 (F) 176,385
24,522 (C)
Retained earnings.............................. 151,742 101,937 -101,937 (F) 151,742
Treasury stock................................. -165,882 -6,641 6,641 (F) -16,017
149,865 (F)
Unearned compensation and ESOP shares.......... -15,919 -1,649 1,649 (F) -15,919
Accumulated other comprehensive................
Gain (Loss)........................... 565 -24,170 24,170 (F) 565
---------- ---------- ------------ ----------
Total stockholders' equity............ 122,679 123,588 50,799 297,066
---------- ---------- ------------ ----------
Total liabilities and stockholders equity...... $2,160,814 $2,958,876 $ - 931,128 $4,188,562
========== ========== ============ ==========
The accompanying notes are an integral part of the unaudited pro forma
combined condensed consolidated financial information.
-5-
QUEENS COUNTY BANCORP, INC. AND HAVEN BANCORP, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(In thousands, except shares and per share data)
QUEENS HAVEN PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT COMBINED
----------- ---------- ------------- ---------
Interest income:........................... $ 131,618 $ 119, 413 $-51,170 (G) $ 215,647
Loans................................ 15,786 (G)
Securities........................... 11,062 64,308 -21,240 (G) 71,219
17,089 (G)
Money market investments............. 443 142 585
----------- ---------- -------- ---------
Total interest income............. 143,123 183,863 -39,535 (G) 287,451
----------- ---------- -------- ---------
Interest expense:
Deposits............................. 43,937 75,441 -7,560 (G) 113,318
1,300 (G)
Borrowed funds...................... 30,283 37,465 -51,098 (G) 28,850
12,200 (G)
----------- ---------- -------- ---------
Total interest expense............ 74,220 112,906 -45,158 (G) 141,968
----------- ---------- -------- ---------
Net interest income............... 68,903 70,957 5,623 145,483
Provision for loan losses.................. -2,400 3,625 -- 1,225
----------- ---------- -------- ---------
Net interest income after provision
for loan losses................. 71,303 67,332 5,623 144,258
----------- ---------- -------- ---------
Non-interest income:
Net gains on sales activities........ -- 750 750
Fee and other income................. 2,523 31,481 34,004
----------- ---------- ---------
Total non-interest income......... 2,523 32,231 34,754
----------- ---------- -------- ---------
Non-interest expense
Compensation and benefits............ 13,458 44,687 58,145
Occupancy and equipment.............. 2,289 12,988 15,277
Other................................ 5,643 22,418 28,061
Amortization of excess of cost over
fair value of net assets
acquired.......................... 6,455 (K) 6,455 (K)
----------- ---------- -------- ---------
Total non-interest expense........... 21,390 80,093 6,455 107,938
Income before income tax expense........... 52,436 19,470 -832 71,074
Income tax expense......................... 20,772 6,863 -308 (I) 27,327
----------- ---------- -------- ---------
Net Income................................. $ 31,664 $ 12,607 $ -524 $ 43,747
=========== ========== ======== =========
Net Income:
Applicable to common stockholders:
Basic................................ $31,664 $12,607 $43,747
Diluted.............................. 31,664 12,607 43,747
Net Income per share:
Basic................................ 1.71 1.44 1.56
Diluted.............................. 1.67 1.38 1.54
Weighted average common shares:
Basic................................ 18,526,890 8,749,336 28,010,878
Diluted.............................. 18,939,867 9,165,862 28,423,855
The accompanying notes are an integral part of the unaudited pro forma
combined condensed consolidated financial information.
-6-
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(In thousands, except shares and per share data)
QUEENS HAVEN PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT COMBINED
--------- --------- --------- ---------
Interest income:
Loans.................................. $ 104,392 $ 103,328 $ -38,378 (G) $ 181,182
11,840 (G)
Securities............................. 10,286 52,187 -15,930 (G) 59,359
12,816 (G)
Money market investments............... 274 380 - 654
--------- --------- --------- ---------
Total interest income............... 114,952 155,895 -29,652 241,195
--------- --------- --------- ---------
Interest expense:
Deposits............................... 32,560 65,175 -5,670 (G) 93,040
975 (G)
Borrowed funds 33,352 32,299 -38,324 (G) 36,477
9,150 (G)
--------- --------- --------- ---------
Total interest expense.............. 65,912 97,474 -33,869 129,517
--------- --------- --------- ---------
Net interest income................. 49,040 58,421 4,217 111,678
--------- --------- --------- ---------
Provision for loan losses.................... - 1,746 - 1,746
--------- --------- --------- ---------
Net interest income after provision
for Loan losses................. 49,040 56,675 4,217 109,932
--------- --------- --------- ---------
Non-interest income:
Net gains on sales activities.......... - 271 - 271
Fee and other income................... 3,624 26,033 - 29,657
--------- --------- --------- ---------
Total non-interest income........... 3,624 26,304 - 29,928
--------- --------- --------- ---------
Non-interest expense:
Compensation and benefits.............. 10,419 27,954 - 38,373
Occupancy and equipment................ 2,192 9,871 - 12,063
Other.................................. 4,232 22,502 - 26,734
Amortization of excess of cost over
fair Value of net assets
acquired....................... - - 4,841 (K) 4,841
--------- --------- --------- ---------
Total non-interest expense..... 16,843 60,327 4,841 82,011
Income before income tax expense............. 35,821 22,652 -624 (H) 57,849
Income tax expense........................... 12,672 8,455 -231 (I) 20,896
--------- --------- --------- ---------
Net income................................... $ 23,149 $ 14,197 $ -393 36,953
========= ========= ========= =========
Net income:Applicable to common
stockholders:
Basic.................................. $23,149 $14,197 $36,953
Diluted................................ 23,149 14,197 36,953
Net income per share:
Basic.................................. 1.30 1.58 1.36
Diluted................................ 1.29 1.51 1.33
Weighted average common shares:
Basic.................................. 17,795,694 8,960,973 27,115,106
Diluted................................ 17,995,086 9,397,022 27,767,989
The accompanying notes are an integral part of the unaudited pro forma
combined condensed consolidated financial information.
-7-
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND SEPTEMBER 30, 2000
A. Basis of Presentation
The Unaudited Pro Forma Combined Condensed Consolidated Statement of
Financial Condition of Queens and subsidiary and Haven and subsidiaries at
September 30, 2000 has been prepared as if the merger had been consummated
on that date. The Unaudited Pro Forma Combined Condensed Consolidated
Statements of Operations for the year ended December 31, 1999 and the nine
months ended September 30, 2000 were prepared as if the merger had been
consummated on January 1, 1999 and January 1, 2000, respectively. The
unaudited pro forma combined condensed consolidated financial statements
are based on the historical financial statements of Queens and Haven after
giving effect to the merger under the purchase method of accounting and the
assumptions and adjustments in the notes that follow.
Assumptions relating to the pro forma adjustments set forth in the
unaudited pro forma combined condensed consolidated financial statements
are summarized as follows:
(i) Estimated fair values -- Estimated fair values for securities
available for sale, loans, deposits and borrowings were obtained from
analysis performed by Salomon Smith Barney. The resulting net
discount/premium on securities held-to-maturity and loans, respectively,
for purposes of these pro forma financial statements, is being
accreted/amortized to interest income on a sum-of-the-years digits method
over eight and ten years, respectively. The actual discount/premium will be
accreted/amortized to interest income to produce a constant yield to
maturity. The resulting net premium and discount on deposits and
borrowings, respectively, is being amortized/accreted into interest expense
on a sum-of-the-years digits method over their remaining estimated
lives.
(ii) Income taxes -- a net deferred tax asset was recorded equal to
the deferred tax consequences associated with the differences between the
tax basis and book basis of the assets acquired and liabilities assumed,
using a statutory tax rate of 47%.
B. The merger agreement requires Haven, at the written request of Queens, to
modify and change certain of its policies and practices, including loan
policies and practices. Queens has advised Haven that it expects to make
such a request and that it currently expects that compliance with such
request will result in a reversal of the allowance for loan losses in the
amount of $8.0 million. This request is primarily based upon the announced
balance sheet restructuring plans which includes the disposition of up to
approximately $700.0 million in loans at the time of closing. Differences
in policies and practices of Haven and Queens which give rise to this
reversal include, but are not limited to, evaluation of current and future
economic trends, estimation of fair value, particularly for collateral
dependent loans; designation of non accrual loans and underwriting
standards. The reversal of the allowance is not reflected in the Unaudited
Pro Forma Combined Condensed Consolidated Statements of Operations as the
statements are prepared as if the merger had occurred on January 1, 2000.
The reversal of the allowance for loan losses is also not reflected in the
Unaudited Pro Forma Combined Condensed Consolidated Statements of Financial
Condition as of September 30, 2000.
-8-
CASH 100% STOCK TOTAL
C. Haven's total common shares outstanding(i) (ii) $ 174,387 $ 174,387
Cash-out of incremental stock options, net of tax(iii) $ 5,959 5,959
Estimated transaction cost(iv) 31,000 31,000
36,959 174,387 211,346
(i) Based on 9,343,315 shares of Haven common stock outstanding as of
September 30, 2000.
(ii) Based on average market closing price between June 23 and June 29,
2000 at $18.38125 of Queens common stock and exchange ratio of 1.04
of Haven common stock to Queens common stock.
(iii) Assumes that none of the holders of Haven's stock options elect to
exchange such option of Queens' options. As of September 30, 2000,
there were 899,603 outstanding options to purchase Haven common
stock with a weighted average price of $10.02. Statutory tax rate at
47%.
(iv) Estimated transaction costs of $31 million consist of the following:
In thousands
------------
Merger-related compensation and severance................. $ 11,000
Professional services..................................... 4,000
System and facilities conversion and other expense........ 16,000
D. Purchase accounting adjustments are estimated as follows:
In thousands
Haven's net assets-historical at September 30, 2000(i).... $ 108,550
Adjustments to Haven's statement of condition:............ $ 795
Termination of Haven's ESOP (payoff of loan payable)...... 206
Termination of Haven's RRP................................ 836
Termination of Haven's ESOP Unearned compensation......... 1,837
Subtotal..................................................
Fair value adjustment:(ii)................................
Securities available for sale(iii)........................ (76,900)
Securities available for sale (to restore the markdown on
September 30, 2000)....................................... 37,185
Loans receivable.......................................... (85,200)
Deposits.................................................. 5,200
Borrowings................................................ 8,000
Allowance for loan losses................................. 12,200
Subtotal - net fair value adjustments..................... (84,665)
Tax effects of fair value adjustments at 47%.............. 56,520
Total net adjustments to net assets acquired.............. (28,145)
Adjusted net assets acquired.............................. 82,242
(i) After adjustments as described above under note B.
(ii) Fair value adjustments in accordance with purchase accounting
under generally accepted accounting principles.
(iii) Based on the intent to accelerate the disposition of such
assets, an estimated purchase accounting adjustment was made.
E. The excess of cost over the fair value of net assets acquired is set
forth below:
Total cost:
Stock portion $ 174,387
Cash portion 36,959
Net assets acquired 211,346
Total excess of cost over the fair value of net assets acquired 82,242
129,104
F. Purchase accounting adjustments to eliminate Haven's stockholders' equity
account
-9-
G. Pro forma adjustments to interest income and interest expense were
calculated as follows:
FOR THE YEAR FOR THE NINE
ENDED MONTHS ENDED
DECEMBER 31, SEPTEMBER 2000
1999
(in thousands)
Reduction in interest income on securities sold to fund acquisition and
restructuring ($300,000 at 7.08%).......................................... (21,240) (15,930)
Reduction in interest income on loans sold to fund acquisition and
restructuring ($700,000 at 7.31%).......................................... (51,170) (38,378)
Accretion of discount on securities (8 years by using Sum of the Year Digit
method).................................................................... 17,089 12,816
Accretion of discount on loans (10 years by using Sum of the Year Digit
method).................................................................... 15,786 11,840
Total net adjustments - interest income (39,535) (29,652)
Reduction in interest expense on deposits ($141,000 @5.25%) (7,560) (5,670)
Reduction in interest on FHLB borrowings ($818,878 @6.24%) (51,098) (38,324)
Amortization of premium on deposits (7 years by using Sum of the Year Digit
method).................................................................... 1,300 975
Amortization of premium on FHLB borrowings (1 year) 12,200 9,150
Total net adjustments - interest expense (45,158) (33,869)
H. The amortization of the excess of cost over the fair value of net assets
acquired is assumed to be straight-line over a period of twenty years.
I. Income tax expense was calculated using Queen's estimated effective tax
rate of 37%.
J. Basic and fully diluted weighted average number of common and common
stock equivalents utilized for the calculation per share for the periods
presented were calculated using Queen's historical weighted average
common and common stock equivalents plus 9,483,988 shares issued to Haven
stockholders under the terms of the merger agreement.
K. The following table summarizes the estimated impact of the amortization
and accretion of the purchase accounting adjustments made in connection
with the merger on Queen's results of operation for the next years:
PROJECTED FUTURE NET INCREASE
AMOUNTS FOR THE (DECREASE)
YEARS ENDED EXCESS OF COST OVER FAIR NET IN INCOME
DECEMBER 31, VALUE OF NET ASSETS ACQUIRED (ACCRETION) BEFORE TAXES
2000 6,455 (19,375) 12,920
2001 6,455 (28,005) 21,550
2002 6,455 (24,436) 17,981
2003 6,455 (20,866) 14,411
2004 6,455 (17,297) 10,842
2005 and thereafter 96,828 (34,800) (62,028)
-10-
SIGNATURE
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.
New York Community Bancorp, Inc.
By: /s/Joseph R. Ficalora
---------------------------------------
Name: Joseph R. Ficalora
Title: Chairman of the Board, President
and Chief Executive Officer
Date: December 11, 2000
-11-