UNITED STATES
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 1, 2005
NEW YORK COMMUNITY BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-31565 06-1377322
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(State or Other Jurisdiction) (Commission File No.) I.R.S. Employer
of Incorporation) Identification No.)
615 Merrick Avenue, Westbury, New York 11590
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 683-4100
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On August 1, 2005, New York Community Bancorp, Inc. and Long Island Financial
Corp. entered into an Agreement and Plan of Merger ("Merger Agreement") under
which Long Island Financial Corp. will be merged into New York Community
Bancorp, Inc. Under the terms of the merger, each share of Long Island Financial
Corp. common stock shall become and be converted into the right to receive 2.32
shares of New York Community Bancorp, Inc.'s common stock. The aggregate merger
consideration is valued at approximately $69.8 million.
A copy of the Merger Agreement is filed as exhibit 2.1 and a press release
announcing that the parties have entered into the Merger Agreement is filed as
exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibits are attached as part of this report:
2.1 Agreement and Plan of Merger By and Between New York Community
Bancorp, Inc., and Long Island Financial Corp. dated August 1, 2005.
99.1 Press release dated August 1, 2005, announcing that New York Community
Bancorp, Inc., and Long Island Financial Corp. entered into the Merger
Agreement.
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.
NEW YORK COMMUNITY BANCORP, INC.
DATE: August 2, 2005 By: /s/ Joseph R. Ficalora
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Joseph R. Ficalora
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger By and Between New York Community
Bancorp, Inc. and Long Island Financial Corp. dated August 1, 2005.
99.1 Press release dated August 1, 2005, announcing that New York Community
Bancorp, Inc., and Long Island Financial Corp. entered into the Merger
Agreement.
FOR IMMEDIATE RELEASE
Contact: Ilene A. Angarola Contact: Douglas C. Manditch
First Senior Vice President President and Chief
Investor Relations Executive Officer
New York Community Bancorp, Inc. Long Island Financial Corp.
(516) 683-4420 (631) 348-0888
NEW YORK COMMUNITY BANCORP, INC.
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TO ACQUIRE LONG ISLAND FINANCIAL CORP.
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Full-Service Commercial Bank, Rich in Core Deposits,
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Will Serve as the Foundation for New York Commercial Bank
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Westbury and Islandia, N.Y., August 1, 2005 - New York Community Bancorp, Inc.
(NYSE: NYB), the $25.2 billion holding company for New York Community Bank, and
Long Island Financial Corp. (NASDAQ/NMS: LICB) ("Long Island Financial"), the
holding company for Long Island Commercial Bank, a full-service commercial bank
with assets of $539.7 million at June 30, 2005, today announced the signing of a
definitive agreement pursuant to which Long Island Financial will merge with and
into New York Community Bancorp.
The proposed transaction will provide New York Community Bancorp with a
full-service commercial banking franchise and the platform for its commercial
deposit growth strategy. Pursuant to the transaction, Long Island Commercial
Bank will operate as a separate subsidiary of New York Community Bancorp, under
the New York Commercial Bank name.
Under the terms of the agreement, which has been approved by the Boards of
Directors of both companies, Long Island Financial shareholders will receive
2.32 shares of New York Community Bancorp common stock in a tax-free exchange
for each share of Long Island Financial common stock held at the closing date.
Based on New York Community Bancorp's closing price of $18.36 on July 29, 2005,
the transaction values each share of Long Island Financial at $42.60. The
transaction has an approximate value of $69.8 million, representing 230% of Long
Island Financial's tangible stockholders' equity, a 16.8 multiple of its
trailing twelve-month operating earnings, and a 10.3% core deposit premium at
June 30, 2005.
In keeping with New York Community Bancorp's history of accretive transactions,
the acquisition is expected to be immediately accretive to its GAAP and cash
earnings, as well as its tangible book value per share.
The transaction is expected to be completed in the fourth quarter of 2005,
pending receipt of Long Island Financial shareholder approval and regulatory
approvals. In connection with their approval of the definitive agreement, the
directors and executive officers of Long Island Financial, who collectively own
37.6% of its shares outstanding, have each entered into a voting agreement in
favor of the transaction.
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New York Community Bancorp, Inc. to Acquire Long Island Financial Corp. 22222
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Long Island Financial was represented in the transaction by the investment
banking firm of Sandler O' Neill & Partners, L.P.; Muldoon Murphy & Aguggia LLP
served as legal counsel to Long Island Financial.
Joseph R. Ficalora, President and Chief Executive Officer of New York Community
Bancorp, stated, "We are very excited about the transaction with Long Island
Financial, which ties perfectly with our efforts to accelerate commercial
deposit growth. The acquisition will give us an established full-service
commercial banking franchise, together with a highly attractive deposit base. At
the end of June, core deposits represented $338 million, or 81%, of Long Island
Commercial's total deposits, with non-interest-bearing demand deposit accounts
representing $112 million, or 27%. In addition, the loan portfolio of $245
million was 100% performing at quarter-end."
Douglas C. Manditch, President and Chief Executive Officer of Long Island
Financial, stated, "We too are very pleased by the prospect of this transaction,
which marries our successful commercial banking franchise with the successful
community banking franchise of the nation's fourth largest, and historically
best performing, thrift. In addition to enhancing the value of our shareholders'
investment, including a 383% increase in our annual dividend payment, the
transaction will give our customers access to a vastly expanded product menu and
the convenience provided by a branch network that spans the New York
metropolitan area."
New York Community Bancorp, Inc. is the holding company for New York Community
Bank, the fourth largest thrift in the nation, with total assets of $25.2
billion at June 30, 2005. The Bank serves its customers through a network of 141
banking offices in New York City, Long Island, Westchester County, and northern
New Jersey, and operates through seven divisions: Queens County Savings Bank,
Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, CFS
Bank, First Savings Bank of New Jersey, and Ironbound Bank. The Bank is the
leading producer of multi-family mortgage loans for portfolio in New York City
and the third largest thrift depository in the New York metropolitan region.
Additional information about the Company is available at www.myNYCB.com.
Long Island Financial Corp. is the holding company for Long Island Commercial
Bank, a New York State-chartered commercial bank providing commercial and
consumer banking services through twelve branch offices in Suffolk, Nassau, and
Kings Counties, with an emphasis on personal service and responsiveness to the
needs of its customers. Additional information about the Company and its
financial performance is available at www.licb.com.
This press release does not constitute an offer of securities. The proposed
transaction will be submitted to Long Island Financial Corp.'s stockholders for
their consideration. New York Community Bancorp, Inc. will file a registration
statement containing a proxy statement/prospectus that will be sent to Long
Island Financial Corp.'s stockholders, and other relevant documents concerning
the proposed transaction, with the U.S. Securities and Exchange Commission (the
"SEC"). Long Island Financial Corp. will file relevant documents concerning the
proposed transaction with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION
STATEMENT CONTAINING THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by New York
Community Bancorp, Inc. will be available free of charge from the Investor
Relations Department, New York Community Bancorp, Inc., 615 Merrick Avenue,
Westbury, New York 11590. Documents filed with the SEC by Long Island Financial
Corp. will be available free of charge from the Corporate Secretary, Long Island
Financial Corp., 1601 Veterans Memorial Highway, Suite 120, Islandia, New York
11749.
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New York Community Bancorp, Inc. to Acquire Long Island Financial Corp. 33333
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The directors, executive officers, and certain other members of management of
Long Island Financial Corp. may be soliciting proxies in favor of the
transaction from the company's shareholders. For information about these
directors, executive officers, and members of management, shareholders are asked
to refer to the most recent proxy statement issued by the company, which is
available on its web site and at the address provided in the preceding
paragraph.
Safe Harbor Provisions of the Private Litigation Reform Act of 1995
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Certain statements contained within this news release, like other written and
oral communications presented by New York Community Bancorp, Inc. and Long
Island Financial Corp. (the "Companies") and their authorized officers, may be
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The Companies intend such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions, may be
identified by their reference to future periods and include, without limitation,
those statements relating to the anticipated effects of the transaction between
the Companies. The following factors, among others, could cause the actual
results of the transaction to differ materially from the expectations stated in
this release: the ability of Long Island Financial Corp. to obtain the required
shareholder approval and the ability of both companies to obtain the required
regulatory approvals; the ability of the Companies to consummate the
transaction; a materially adverse change in the financial condition of either
company; the ability of New York Community Bancorp, Inc. to successfully
integrate the assets, liabilities, customers, systems, and any management
personnel it may acquire into its operations pursuant to the transaction; and
the ability to realize the related revenue synergies and cost savings within the
expected time frames.
In addition, factors that could cause the actual results of the transaction to
differ materially from current expectations include, but are not limited to,
general economic conditions, either nationally or locally in some or all of the
areas in which the Companies conduct their business; conditions in the
securities markets or the banking industry; changes in interest rates, which may
affect the Companies' net income or future cash flows; changes in deposit flows,
and in the demand for deposit, loan, and investment products and other financial
services in the Companies' local markets; changes in real estate values, which
could impact the quality of the assets securing the Companies' loans; changes in
the quality or composition of the loan or investment portfolios; changes in
competitive pressures among financial institutions or from non-financial
institutions; the Companies' timely development of new and competitive products
or services in a changing environment, and the acceptance of such products or
services by the Companies' customers; the outcome of pending or threatened
litigation or of other matters before regulatory agencies, whether currently
existing or commencing in the future; changes in accounting principles,
policies, practices, or guidelines; changes in legislation and regulation;
operational issues and/or capital spending necessitated by the potential need to
adapt to industry changes in information technology systems, on which the
Companies are highly dependent; changes in the monetary and fiscal policies of
the U.S. Government, including policies of the U.S. Treasury and the Federal
Reserve Board; war or terrorist activities; and other economic, competitive,
governmental, regulatory, and geopolitical factors affecting the Companies'
operations, pricing, and services. Additionally, the timing and occurrence or
non-occurrence of events may be subject to circumstances beyond the Companies'
control.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. Except as required
by applicable law or regulation, the Companies undertake no obligation to update
these forward-looking statements to reflect events or circumstances that occur
after the date on which such statements were made.