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 30, 1999
COMMISSION FILE NO.: 0-23126
RELIANCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3187176
(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
585 Stewart Avenue, Garden City, New York 11530
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code: (516) 222-9300
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Item 5. Other Events
On August 30, 1999, Reliance Bancorp, Inc., a Delaware corporation,
("Reliance") announced that it had signed a definitive Agreement and Plan of
Merger, dated as of August 30, 1999 (the "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
Reliance 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 Reliance common stock, par
value $0.01 per share ("Reliance Common Stock"), issued and outstanding
immediately prior to the Effective Time will be converted into and become the
right to receive 2.0 shares of NFB common stock, par value $2.50 per share ("NFB
Common Stock"). The exchange ratio was based upon the price of NFBs stock
utilizing its closing price on August 27, 1999 of $19.06 for a total value to
Reliance shareholders of $38.12 per share.
The Merger will be structured as a tax-free reorganization and will be
accounted under the purchase method of accounting. Consummation of the Merger is
subject to the satisfaction of certain customary conditions, including approval
of the Merger Agreement by the stockholders of Reliance and approval of the
appropriate regulatory agencies.
Reliance has the right to terminate the Merger Agreement if should the
closing price of NFB's shares decline beyond a specified price and index, unless
NFB elects to increase the Merger Consideration to be received by Reliance's
stockholders as set forth in the Merger Agreement.
The Merger Agreement also provides that options to purchase shares of
Reliance Common Stock under Reliance'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, Reliance granted to NFB a stock option
pursuant to a Stock Option Agreement, dated as of August 30, 1999, which, under
certain defined circumstances, would enable NFB to purchase up to 19.9% of
Reliance's issued and outstanding shares of common stock. The Stock Option
Agreement provides that the total profit receivable thereunder may not exceed
$17.4 million plus reasonable out-of-pocket expenses. A copy of the Stock Option
Agreement is attached hereto as Exhibit 4.1.
Following consummation of the Merger, Mr. Raymond A. Nielsen will be
appointed to the Board of Directors of NFB. Apart from Mr. Nielsen, those
persons who are members of the Board of Directors of Reliance and Gerald M.
Sauvigne, as of the consummation of the Merger, will be invited to become
members of the NFB Advisory Board.
Reliance and NFB publicly announced the Merger in a press release dated
August 30, 1999, a copy of which is attached hereto as Exhibit 99.1.
The press release 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.
The summaries of the Merger Agreement and the Option Agreement are not
complete and are qualified in their entirety by reference to the complete texts
of such documents filed as exhibits herewith and incorporated herein by
reference.
Item 7 (c). Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated as of August 30, 1999, by and
between North Fork Bancorporation, Inc. and Reliance Bancorp, Inc.
Exhibit 4.1 Stock Option Agreement, dated August 30, 1999, by and between North
Fork Bancorporation, Inc. and Reliance Bancorp, Inc.
Exhibit 99.1 Press Release dated August 30, 1999 announcing definitive merger
agreement whereby North Fork Bancorporation, Inc. would acquire Reliance
Bancorp, Inc.
Exhibit 99.2 Press Release dated July 22, 1999 reporting the Company's fourth
quarter and fiscal year end 1999 results.
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.
By: /s/ Raymond A. Nielsen
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Raymond A. Nielsen
President and Chief Executive Officer
Dated: August 31, 1999