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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RICHMOND COUNTY FINANCIAL CORP.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
764556106
(CUSIP Number)
Joseph R. Ficalora
Chairman, Chief Executive Officer and President
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
Mark J. Menting
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
March 27, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
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SCHEDULE 13D
CUSIP NO. 764556106 PAGE 2 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New York Community Bancorp, Inc.
IRS #06-1377322
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,416,266*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,416,266*
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,416,266
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17%
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14 TYPE OF REPORTING PERSON
CO
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* BENEFICIAL OWNERSHIP OF 5,281,566 SHARES OF COMMON
STOCK REPORTED HEREUNDER IS SO BEING REPORTED SOLELY AS A
RESULT OF THE STOCK OPTION AGREEMENT DESCRIBED IN ITEM 4
HEREOF. THE OPTION GRANTED PURSUANT TO SUCH STOCK OPTION
AGREEMENT HAS NOT YET BECOME EXERCISABLE. NEW YORK COMMUNITY
BANCORP, INC. EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH
SHARES.
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to
the common stock, par value $0.01 per share ("Common Stock"), of Richmond County
Bancorp, Inc., a Delaware corporation ("RCBK"), the principal executive offices
of which are located at 1214 Castleton Avenue, Staten Island, New York 10310.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is being filed by New York
Community Bancorp, Inc., a Delaware corporation registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended ("NYCB"). The
principal business offices of NYCB are located at 615 Merrick Avenue, Westbury,
New York 11590. NYCB has one principal banking subsidiary, New York Community
Bank, the assets of which currently constitute substantially all of the assets
of NYCB. The names of the directors and executive officers of NYCB and their
respective business addresses, citizenship and present principal occupations or
employment, as well as the names, principal businesses and addresses of any
corporations and other organizations in which such employment is conducted, are
set forth on Schedule I hereto, which Schedule is incorporated herein by
reference.
(d)-(e) Neither NYCB, nor, to the best of its knowledge, any
of the persons listed on Schedule I hereto has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither NYCB nor, to the best of its knowledge, any of the
persons listed in Schedule I hereto has during the last five years been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 hereof, NYCB has entered
into the RCBK Stock Option Agreement (as defined in Item 4 below) with RCBK.
Pursuant to the RCBK Stock Option Agreement, RCBK has granted to NYCB an option
pursuant to which NYCB has the right, upon the occurrence of certain events
(none of which has occurred), to purchase up to 5,281,566 shares of Common Stock
(subject to adjustment in certain circumstances) at a price per share equal to
$26.50. Certain terms of the RCBK Stock Option Agreement are summarized in Item
4 hereof.
If the RCBK Stock Option Agreement were exercisable and NYCB
were to exercise the RCBK Stock Option Agreement on the date hereof, the funds
required to purchase the shares of Common Stock issuable upon such exercise
would be $139,961,499. It is currently anticipated that such funds would be
derived from working capital.
No monetary consideration was paid by NYCB to RCBK in
connection with entering into the Plan (as defined in Item 4 below) or the RCBK
Stock Option Agreement.
In addition, during 1998, NYCB purchased 134,700 shares of
Common Stock using working capital in the open market (the "Open Market
Shares"). The aggregate amount of funds used to purchase the Open Market Shares
was $2,081,393.75.
Subject to market conditions and developments with respect to
the Merger (as defined below) NYCB may purchase shares of Common Stock in the
open market or in privately negotiated transactions. It is currently
anticipated that any funds used to make such purchases would be derived from
working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Merger Agreement. NYCB and RCBK have entered into an
Agreement and Plan of Merger, dated as of March 27, 2001 (the "Plan"), pursuant
to which RCBK will be merged with and into NYCB (the "Merger"), with NYCB being
the surviving corporation (the "Surviving Company").
Each share of Common Stock issued and outstanding immediately
prior to the effective time of the Merger (the "Effective Time"), other than
Exception Shares (as hereinafter defined), shall be converted into and
constitute 1.02 shares (the "Exchange Ratio") of common stock, par value $0.01
per share ("NYCB Common Stock"), which already gives effect to the NYCB stock
dividend paid on March 29, 2001 (the "NYCB Stock Dividend"). "Exception Shares"
means shares of Common Stock owned or held, other than in a bona fide fiduciary
or agency capacity or in satisfaction of a debt previously contracted in good
faith, by RCBK or a
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subsidiary (as defined in the Plan) of RCBK or held by RCBK in treasury or by
NYCB or a subsidiary of NYCB. Each Exception Share shall cease to be
outstanding, shall be canceled and retired and shall cease to exist, and no
consideration shall be delivered in exchange therefor. Each share of Common
Stock issued and outstanding immediately prior to the Effective Time, other than
Exception Shares ("Old Share"), shall cease to be outstanding, shall be canceled
and retired and shall cease to exist, and each holder of a certificate (an "Old
Certificate") formerly representing Old Shares shall thereafter cease to have
any rights with respect to such shares, except the right to receive, without
interest, upon exchange of such Old Certificate in accordance with Section 4.3
of the Plan, a certificate (a "New Certificate") representing the shares of NYCB
Common Stock and any payment to which such holder is entitled pursuant to
Article IV of the Plan.
In the event that, subsequent to the date of the Plan but
prior to the Effective Time, the shares of NYCB Common Stock issued and
outstanding shall, through a reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the
capitalization of NYCB, increase or decrease in number or be changed into or
exchanged for a different kind or number of securities, then an appropriate and
proportionate adjustment shall be made to the Exchange Ratio; provided, however,
that no proportionate adjustment shall be made in respect of the NYCB Stock
Dividend.
As a result of the Merger, RCBK will cease to exist as a
separate legal entity.
The Merger is subject to various regulatory approvals, the
approval of the respective stockholders of NYCB and RCBK and the satisfaction of
other terms and conditions set forth in the Plan.
As a result of the Merger, Common Stock will be eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Common
Stock will be eligible for delisting from the Nasdaq Stock Market's National
Market System, where it has been traded under the symbol "RCBK".
At the Effective Time, the directors of the Surviving
Corporation shall consist of nine (9) members, five (5) of whom shall be
selected by the Chief Executive
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Officer of NYCB prior to the Effective Time ("NYCB Directors") and four (4) of
whom shall be selected by the Chief Executive Officer of RCBK prior to the
Effective Time ("RCBK Directors") and which shall be allocated among the three
classes of directors of the Surviving Corporation by the agreement of the Chief
Executive Officers of RCBK and NYCB so that each class shall have at least one
NYCB Director and one RCBK Director. The NYCB Directors shall include the Chief
Executive Officer of NYCB as of the date of this Plan and the RCBK Directors
shall include the Chief Executive Officer of RCBK as of the date of the Plan.
After the Effective Time until the annual meeting of
shareholders of the Surviving Corporation in 2004, unless two-thirds of all of
the directors of the Surviving Corporation shall otherwise determine, in the
event that a NYCB Director or a RCBK Director or a director otherwise elected or
nominated by the NYCB Directors or the RCBK Directors as set forth herein shall
resign, no longer be able to serve or not stand or be standing for reelection
(for whatever reason), (i) if such director shall be a NYCB Director or a
nominee of the NYCB Directors, then the NYCB Directors and nominees of the NYCB
Directors serving as directors shall have the exclusive right to nominate an
individual to fill such vacancy and the entire Board of Directors shall either
elect such person a director or, if appropriate, nominate such person for
election as a director by the shareholders and (ii) if such director shall be a
RCBK Director or a nominee of the RCBK Directors, then the RCBK Directors and
nominees of the RCBK Directors serving as directors shall have the exclusive
right to nominate an individual to fill such vacancy and the entire Board of
Directors shall either elect such person a director or, if appropriate, nominate
such person for election as a director by the shareholders. Each director will
hold office in accordance with the certificate of incorporation and bylaws until
the earlier of his or her resignation or removal or until his or her respective
successor is duly elected and qualified, as the case may be.
At the Effective Time, Michael F. Manzulli shall become the
Chairman of the Board of Directors of the Surviving Corporation, Joseph R.
Ficalora shall remain the President and Chief Executive Officer of the Surviving
Corporation, Anthony E. Burke shall become a Senior Executive Vice President and
the Chief Operating Officer of the Surviving Corporation and Thomas R. Cangemi
shall become an Executive Vice President of the Surviving Corporation.
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The RCBK Option Agreement. In connection with the Plan, NYCB,
as grantee, and RCBK, as issuer, entered into a Stock Option Agreement, dated as
of March 27, 2001 (the "RCBK Stock Option Agreement"). The RCBK Stock Option
Agreement is designed to enhance the likelihood that the Merger will be
successfully consummated in accordance with the terms contemplated by the Plan.
Pursuant to the RCBK Stock Option Agreement, RCBK granted NYCB an option (the
"Option") to purchase, subject to adjustments in certain circumstances, up to
5,281,566 fully paid and non-assessable shares of Common Stock (the "Option
Shares") at a price per share equal to $26.50.
The Holder (as hereinafter defined) may exercise the Option,
in whole or part, if, but only if, both an Initial Triggering Event (as
hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined)
shall have occurred prior to the occurrence of an Exercise Termination Event (as
hereinafter defined), provided that the Holder shall have sent the written
notice of such exercise required by the RCBK Stock Option Agreement within six
(6) months following such Subsequent Triggering Event (or such later period as
provided in the RCBK Stock Option Agreement).
Each of the following shall be an Exercise Termination Event:
(i) the Effective Time of the Merger; (ii) termination of the Plan in accordance
with the provisions thereof if such termination occurs prior to the occurrence
of an Initial Triggering Event except a termination by NYCB pursuant to Section
8.4(a) of the Plan due to a willful breach by RCBK (a "Listed Termination"); or
(iii) the passage of twelve (12) months (or such longer period as provided in
Section 10 of the RCBK Stock Option Agreement) after termination of the Plan if
such termination follows the occurrence of an Initial Triggering Event or is a
Listed Termination. The term "Holder" shall mean the holder or holders of the
Option. Notwithstanding anything to the contrary contained herein, (i) the
Option may not be exercised at any time when NYCB shall be in material breach of
any of its covenants or agreements contained in the Plan such that RCBK shall be
entitled to terminate the Plan pursuant to Section 8.3(a) thereof and (ii) the
RCBK Stock Option Agreement shall automatically terminate upon the proper
termination of the Plan by RCBK pursuant to Section 8.3(a) thereof as a result
of the material breach by NYCB of its covenants or agreements contained in the
Plan.
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The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring on or after the date of the RCBK
Stock Option Agreement:
(i) RCBK or any of its Subsidiaries (as defined in Rule 1-02
of Regulation S-X promulgated by the Securities and Exchange Commission
(the "SEC")) (each an "RCBK Subsidiary"), without having received
NYCB's prior written consent, shall have entered into an agreement to
engage in an Acquisition Transaction (as hereinafter defined) with any
person (the term "person" for purposes of the RCBK Stock Option
Agreement having the meaning assigned thereto in Sections 3(a)(9) and
13(d)(3) of the Exchange Act), and the rules and regulations
thereunder) other than NYCB or any of its Subsidiaries (each a "NYCB
Subsidiary") or the Board of Directors of RCBK (the "RCBK Board") shall
have recommended that the shareholders of RCBK approve or accept any
Acquisition Transaction other than the merger transaction contemplated
by the Plan. For purposes of the RCBK Stock Option Agreement,
"Acquisition Transaction" shall mean (x) a merger or consolidation, or
any similar transaction, involving RCBK or any RCBK Subsidiary or group
of RCBK Subsidiaries that is, or would on an aggregate basis
constitute, a Significant Subsidiary (as defined in Rule 1-02 of
Regulation S-X) (other than mergers, consolidations or similar
transactions (i) involving solely RCBK and/or one or more wholly-owned
Subsidiaries of RCBK or (ii) after which the common shareholders of
RCBK immediately prior thereto in the aggregate own or continue to own
at least 60% of the common stock of RCBK or the publicly held surviving
or successor corporation immediately following consummation thereof,
provided that any such transaction is not entered into in violation of
the terms of the Plan), (y) a purchase, lease or other acquisition of
all or any substantial part of the assets or deposits of RCBK or any
RCBK Subsidiary or group of RCBK Subsidiaries that is, or would on an
aggregate basis constitute, a Significant Subsidiary, or (z) a purchase
or other acquisition (including by way of merger, consolidation, share
exchange or other wise) of securities representing 25% or more of the
voting power of RCBK or any RCBK Subsidiary or group of RCBK
Subsidiaries that is, or would on an aggregate basis constitute, a
Significant Subsidiary, provided that Acquisition Transaction shall not
include any transaction specifically disclosed in RCBK's Reports
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filed prior to the date of the RCBK Stock Option Agreement;
(ii) Any person other than the NYCB or any NYCB Subsidiary or
any RCBK Subsidiary acting in a fiduciary capacity in the ordinary
course of business shall have acquired beneficial ownership or the
right to acquire beneficial ownership of 10% or more of the outstanding
shares of Common Stock (the term "beneficial ownership" for purposes of
this Agreement having the meaning assigned thereto in Section 13(d) of
the Exchange Act, and the rules and regulations thereunder);
(iii) The shareholders of RCBK shall have voted and failed to
approve the Plan and the Merger at a meeting which has been held for
that purpose or any adjournment or postponement thereof, or such
meeting shall not have been held in violation of the Plan or shall have
been canceled prior to termination of the Plan if, prior to such
meeting (or if such meeting shall not have been held or shall have been
canceled, prior to such termination), it shall have been publicly
announced that any person (other than NYCB or any of its Subsidiaries)
shall have made, or disclosed an intention to make, a proposal to
engage in an Acquisition Transaction;
(iv) The RCBK Board shall have withdrawn or modified (or
publicly announced its intention to withdraw or modify) or failed to
make in any manner adverse in any respect to NYCB its recommendation
that the shareholders of RCBK approve the transactions contemplated by
the Plan after it shall have been publicly announced that any person
(other than NYCB or any of its subsidiaries) shall have made, or
disclosed an intention to make, or any person (other than NYCB or any
of its subsidiaries) shall have otherwise made a bona fide proposal to
engage in an Acquisition Transaction, or RCBK or the RCBK Subsidiary
shall have authorized, recommended, proposed (or publicly announced its
intention to authorize, recommend or propose) an agreement to engage in
an Acquisition Transaction with any person other than NYCB or a NYCB
Subsidiary;
(v) Any person other than NYCB or any NYCB Subsidiary shall
have filed with the SEC a registration statement or tender offer
materials with respect to a potential exchange or tender offer that
would
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constitute an Acquisition Transaction (or filed a preliminary proxy
statement with the SEC with respect to a potential vote by its
shareholders to approve the issuance of shares to be offered in such an
exchange offer); or
(vi) Any person other than NYCB or any NYCB Subsidiary shall
have filed an application or notice with the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") or other federal
or state bank regulatory or antitrust authority for approval to engage
in an Acquisition Transaction.
The term "Subsequent Triggering Event" shall mean any of the
following events or transactions occurring after the date of the RCBK Stock
Option Agreement:
(i) The acquisition by any person (other than NYCB or any NYCB
Subsidiary) of beneficial ownership of 25% or more of the then
outstanding Common Stock; or
(ii) The occurrence of the Initial Triggering Event described
above.
The term "Reciprocal Option" shall mean the option granted
pursuant to the option agreement dated the date of the RCBK Stock Option
Agreement between NYCB, as issuer of such option, and RCBK, as grantee of such
option.
RCBK shall notify NYCB promptly in writing of the occurrence
of any Initial Triggering Event or Subsequent Triggering Event (together, a
"Triggering Event"), it being understood that the giving of such notice by RCBK
shall not be a condition to the right of the Holder to exercise the Option.
In the event the Holder is entitled to and wishes to exercise
the Option (or any portion thereof), it shall send to RCBK a written notice (the
date of which being herein referred to as the "Notice Date") specifying (i) the
total number of shares it will purchase pursuant to such exercise and (ii) a
place and date not earlier than three business days nor later than 60 business
days from the Notice Date for the closing of such purchase (the "Closing Date");
provided that if prior notification to or approval of the Federal Reserve Board
or any other regulatory or antitrust agency is required in connection with such
purchase, the Holder shall promptly file the required notice or application for
approval, shall promptly notify RCBK of
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such filing, and shall expeditiously process the same and the period of time
that otherwise would run pursuant to this sentence shall run instead from the
date on which any required notification periods have expired or been terminated
or such approvals have been obtained and any requisite waiting period or periods
shall have passed. Any exercise of the Option shall be deemed to occur on the
Notice Date relating thereto.
Under applicable law, NYCB may be required to obtain the prior
approval of the Federal Reserve Board prior to acquiring 5% or more of the
issued and outstanding shares of Common Stock. Certain other regulatory
approvals may also be required before such an acquisition could be completed.
Neither of the parties to the RCBK Stock Option Agreement may
assign any of its rights or obligations under the RCBK Stock Option Agreement or
the Option created thereunder to any other person, without the express written
consent of the other party, except that in the event an Initial Triggering Event
shall have occurred prior to an Exercise Termination Event, NYCB, subject to the
express provisions hereof, may assign in whole or in part its rights and
obligations hereunder; provided, however, that until the date 15 days following
the date on which the Federal Reserve Board has approved an application by NYCB
to acquire the shares of Common Stock subject to the Option, NYCB may not assign
its rights under the Option except in (i) a widely dispersed public
distribution, (ii) a private placement in which no one party acquires the right
to purchase in excess of 2% of the voting shares of RCBK, (iii) an assignment to
a single party (e.g., a broker or investment banker) for the purpose of
conducting a widely dispersed public distribution on NYCB's behalf or (iv) any
other manner approved by the Federal Reserve Board.
In addition, any shares of Common Stock purchased upon the
exercise of the Option may be resold by NYCB pursuant to registration rights
under the RCBK Stock Option Agreement.
In the event of any change in, or distributions in respect of,
the Common Stock by reason of stock dividends (excluding any stock dividend
announced prior to the date of the RCBK Stock Option Agreement but not effective
as of the date of the RCBK Stock Option Agreement), split-ups,
recapitalizations, stock combinations, subdivisions, conversions, exchanges of
shares or the like, the Option
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shall be automatically adjusted so that NYCB shall receive, upon exercise of the
Option, the number and class of shares or other securities or property that NYCB
would have received in respect of Common Stock if the Option had been exercised
immediately prior to such event, or the record date therefor, as applicable and
the exercise price shall be, if necessary, appropriately adjusted.
Notwithstanding the foregoing, if the provisions of Section 10 of the RCBK Stock
Option Agreement are applicable, the adjustments provided for in the preceding
sentence shall not be made and the adjustments set forth in Section 10 of the
RCBK Stock Option Agreement shall be made.
At any time after the occurrence of a Repurchase Event (as
defined below) and prior to the date that is twelve (12) months immediately
thereafter (i) at the request of the Holder, delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10 of the RCBK
Stock Option Agreement), RCBK (or any successor thereto) shall repurchase the
Option from the Holder at a price (the "Option Repurchase Price") equal to the
amount by which (A) the market/offer price (as defined below) exceeds (B) the
Option Price, multiplied by the number of shares for which the Option may then
be exercised and (ii) at the request of the owner of Option Shares from time to
time (the "Owner"), delivered prior to an Exercise Termination Event (or such
later period as provided in Section 10 of the RCBK Stock Option Agreement), RCBK
(or any successor thereto) shall repurchase such number of the Option Shares
from the Owner as the Owner shall designate at a price (the "Option Share
Repurchase Price") equal to the market/offer price multiplied by the number of
Option Shares so designated.
The term "market/offer price" shall mean the highest of (i)
the price per share of Common Stock at which a tender or exchange offer therefor
has been made, (ii) the price per share of Common Stock to be paid by any third
party pursuant to an agreement with RCBK, (iii) the highest closing price for
shares of Common Stock within the one-month period immediately preceding the
date the Holder gives notice of the required repurchase of the Option or the
Owner gives notice of the required repurchase of Option Shares, as the case may
be, or (iv) in the event of a sale of all or any substantial part of RCBK's
assets or deposits, the sum of the net price paid in such sale for such assets
or deposits and the current market value of the remaining net assets of RCBK as
determined by a nationally recognized investment banking firm selected by the
Holder or the Owner, as the case may be divided by the number of shares of
Common
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Stock of RCBK outstanding at the time of such sale. In determining the
market/offer price, the value of consideration other than cash shall be
determined by a nationally recognized investment banking firm selected by the
Holder or Owner, as the case may be.
A "Repurchase Event" shall be deemed to have occurred upon the
occurrence of any of the following events or transactions after the date of the
RCBK Stock Option Agreement:
(i) the acquisition by any person (other than NYCB or any NYCB
Subsidiary) of beneficial ownership of 50% or more of the then
outstanding Common Stock; or
(ii) the consummation of any Acquisition Transaction described
in Section 2(b)(i) of the RCBK Stock Option Agreement, except that the
percentage referred to in clause (z) shall be 50%.
In the event that prior to an Exercise Termination Event, RCBK shall
enter into an agreement (i) to consolidate with or merge into any person, other
than NYCB or a NYCB Subsidiary, or engage in a plan of exchange with any person,
other than NYCB or a NYCB Subsidiary and RCBK shall not be the continuing or
surviving corporation of such consolidation or merger or the acquirer in such
plan of exchange, (ii) to permit any person, other than NYCB or a NYCB
Subsidiary, to merge into RCBK or be acquired by RCBK in a plan of exchange and
RCBK shall be the continuing or surviving or acquiring corporation, but, in
connection with such merger or plan of exchange, the then outstanding shares of
Common Stock shall be changed into or exchanged for stock or other securities of
any other person or cash or any other property or the then outstanding shares of
Common Stock shall after such merger or plan of exchange represent less than 60%
of the outstanding shares and share equivalents of the merged or acquiring
company, or (iii) to sell or otherwise transfer all or a substantial part of its
or the RCBK Subsidiary's assets or deposits to any person, other than NYCB or a
NYCB Subsidiary, then, and in each such case, the agreement governing such
transaction shall make proper provision so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of the Holder, of either (x) the Acquiring Corporation
(as defined in the RCBK Stock Option Agreement) or (y) any person that controls
the Acquiring Corporation.
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NYCB may, at any time following a Repurchase Event and prior
to the occurrence of an Exercise Termination Event (or such later period as
provided in Section 10 of the RCBK Stock Option Agreement), relinquish the
Option (together with any Option Shares issued to and then owned by NYCB) to
RCBK in exchange for a cash fee equal to the Surrender Price; provided, however,
that NYCB may not exercise such right if RCBK has repurchased the Option (or any
portion thereof) or any Option Shares as described above. The "Surrender Price"
shall be equal to $22 million (i) plus, if applicable, NYCB's purchase price
with respect to any Option Shares being so relinquished and (ii) minus, if
applicable, the sum of (1) the excess of (A) the net cash amounts, if any,
received by NYCB pursuant to the arms' length sale of Option Shares (or any
other securities into which such Option Shares were converted or exchanged) to
any unaffiliated party, over (B) NYCB's purchase price of such Option Shares,
and(2) the net cash amounts, if any, received by NYCB pursuant to an arms'
length sale of any portion of the Option sold.
The NYCB Stock Option Agreement. In connection with the Plan,
NYCB, as issuer, and RCBK, as grantee, entered into a Stock Option Agreement,
dated as of March 27, 2001 (the "NYCB Stock Option Agreement"). Pursuant to the
NYCB Stock Option Agreement, NYCB granted RCBK an option to purchase up to
8,648,081 shares of NYCB Common Stock at a price per share equal to $27.20. The
other provisions of the NYCB Stock Option Agreement substantially correspond to
the related provisions of the RCBK Stock Option Agreement.
Copies of the RCBK Stock Option Agreement, the NYCB Stock
Option Agreement and the Plan are filed as exhibits to this Statement and are
incorporated herein by reference. The foregoing summary is not intended to be
complete and is qualified in its entirety by reference to such exhibits.
Purchase of Common Stock. Subject to market conditions and
developments with respect to the Merger, NYCB may purchase shares of Common
Stock in the open market or in privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) NYCB may be deemed to be the beneficial owner of the
Option Shares. As provided in the RCBK Stock Option Agreement, NYCB may exercise
the Option only upon the happening of one or more events, none of which has
occurred. See Item 4 hereof. NYCB is the beneficial owner of the Open Market
Shares. If the Option were exercised in full, the Option Shares and the Open
Market Shares would represent approximately 17% of the currently outstanding
Common Stock (after giving effect to the issuance of such Option Shares).
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NYCB has no right to vote or dispose of the shares of Common Stock subject to
the Option unless and until such time as the Option is exercised. NYCB expressly
disclaims beneficial ownership of such shares. Except as described in Schedule
II hereto, to the best knowledge of NYCB, none of the persons listed in Schedule
I hereto beneficially owns any shares of Common Stock.
(b) If NYCB were to exercise the Option, it would have sole
power to vote and, subject to the terms of the RCBK Stock Option Agreement, sole
power to direct the disposition of the shares of Common Stock covered thereby.
NYCB has sole power to vote and sole power to direct the disposition of the Open
Market Shares.
(c) NYCB acquired the Option in connection with the Plan. See
Item 4 hereof.
To the best knowledge of NYCB, none of the persons listed in
Schedule I hereto has effected any transactions in Common Stock during the past
60 days.
(d) Until the Option is exercised (if at all), NYCB has no
right to receive dividends from, or the proceeds from the sale of, the Option
Shares. If the Option is exercised by NYCB, NYCB or its designee, if any, would
have the sole right to receive dividends on the Common Shares acquired pursuant
thereto. NYCB or its designee, if any, has the sole right to receive dividends
on the Open Market Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
COMPANY.
Except as described in Item 4 and Item 5 hereof, neither NYCB
nor, to the best of its knowledge, any of the persons listed on Schedule I
hereto, has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of RCBK, including the transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of March 27, 2001, by and
between New York Community Bancorp, Inc.
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and Richmond County Financial Corp. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of New York Community
Bancorp, Inc., dated March 28, 2001).
2. Stock Option Agreement, dated as of March 27, 2001, between New York
Community Bancorp, Inc., as grantee, and Richmond County Financial
Corp., as issuer, (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of New York Community Bancorp, Inc., dated
March 28, 2001).
3. Stock Option Agreement, dated as of March 27, 2001, between New York
Community Bancorp, Inc., as issuer, and Richmond County Financial
Corp., as grantee, (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K of New York Community Bancorp, Inc., dated
March 28, 2001).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Date: April 6, 2001
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Michael J. Lincks
-------------------------------
Name: Michael J. Lincks
Title: Executive Vice
President and Corporate
Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF NEW YORK COMMUNITY BANCORP, INC.
The names, business addresses and present principal occupations of the directors
and executive officers of New York Community Bancorp, Inc. are set forth below.
If no business address is given, the director or officer's business address is
615 Merrick Avenue, Westbury, New York 11590. Directors of New York Community
Bancorp, Inc. are identified by an asterisk. Unless otherwise indicated, all
directors and officers listed below are citizens of the United States.
Name Present Principal Occupation or
Employment and Address
*Joseph R. Ficalora Chairman of the Board, President,
and Chief Executive Officer of New
York Community Bancorp, Inc.
*Harold E. Johnson Executive Vice President and Chief
Financial Officer (retired) of
Continental Insurance Co.
*Donald M. Blake President and Chief Executive
Officer of Joseph J. Blake &
Associates, Inc., 10 East 40th
Street, New York, New York 10016, a
real estate appraisal company.
*Max L. Kupferberg Chairman of the Board of Directors
of Kepco, Inc., 131-38 Sanford
Avenue, Flushing, New York, 11352-
4245, an electronic power supply
company.
*Henry E. Froebel Vice Chairman (retired) of Rollins
Hudig Hall of New York, Inc., an
insurance brokerage company.
*Howard C. Miller Senior Vice President and Mortgage
Officer (retired) of Queens County
Savings Bank.
*Dominick Ciampa Principal of The Ciampa
Organization, 136-26 37th Avenue,
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Flushing, New York 11354, a
construction company.
*Richard H. O'Neill Financial Consultant; Executive
Vice President, Finance (retired)
of New York Shipping Association,
Inc.
*Msgr. Thomas J. Hartman President and Chief Executive
Officer of Radio and Television for
the Diocese of Rockville Centre for
Telecare Television Studios, a cable
television station.
*Michael J. Levine President of Norse Realty Group,
Inc. and Affiliates, a real estate
owner and developer; Partner in
Levine and Schmutter Certified
Public Accountants.
*Robert M. Sprotte President of Schmelz Bros., Inc., a
plumbing contractor; President of
RDR Realty Corp., a real estate
holding company; President of Three
Rams Realty.
Michael J. Lincks Executive Vice President and
Corporate Secretary of New York
Community Bancorp, Inc.
James J. O'Donovan Executive Vice President and
Mortgage Officer of New York
Community Bancorp, Inc.
Robert Wann Executive Vice President,
Comptroller, and Chief Financial
Officer of New York Community
Bancorp, Inc.
Russ DiBenedetto Senior Vice President and Auditor
of New York Community Bancorp, Inc.
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SCHEDULE II
Joseph R. Ficalora, the Chairman of the Board of Directors, Chief
Executive Officer and President of New York Community Bancorp, Inc. ("NYCB"), is
the beneficial owner of 10,000 shares of common stock of Richmond County
Financial Corp ("the Common Stock"). These shares were purchased more than 60
days prior to April 6, 2001, the date of filing of this statement on Schedule
13D (the "Statement").
Mr. Ficalora may be deemed to be the beneficial owner of 5,000 shares
of Common Stock that are beneficially owned by the Ficalora Family Foundation.
These shares were purchased more than 60 days prior to April 6, 2001, the date
of filing of the Statement. Mr. Ficalora disclaims beneficial ownership of such
shares.
Dominick Ciampa, a director of NYCB, may be deemed to be the beneficial
owner of 5,000 shares of Common Stock that are beneficially owned by RLCJ Co., a
partnership comprised of trusts for the benefit of his children. These shares
were purchased more than 60 days prior to April 6, 2001, the date of filing of
the Statement. Mr. Ciampa disclaims beneficial ownership of such shares.
Max L. Kupferberg, a director of NYCB, may be deemed to be the
beneficial owner of 30,000 shares of Common Stock that are beneficially owned by
Kupferberg Associates. These shares were purchased more than 60 days prior to
April 6, 2001, the date of filing of the Statement.
Michael J. Lincks, an Executive Vice President and Corporate Secretary
of NYCB, may be deemed to be the beneficial owner of 1,300 shares of Common
Stock that he holds as custodian for his daughter. These shares were purchased
more than 60 days prior to April 6, 2001, the date of filing of the Statement.
Mr. Lincks disclaims beneficial ownership of such shares.
Russ DiBenedetto, a Senior Vice President and Auditor of NYCB, may be
deemed to be the beneficial owner of 1,000 shares of Common Stock that he owns
jointly with his spouse. These shares were purchased more than 60 days prior to
April 6, 2001, the date of filing of the Statement.
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EXHIBIT INDEX
Exhibit Description
1. Agreement and Plan of Merger, dated as of March 27,
2001, by and between New York Community Bancorp, Inc.
and Richmond County Financial Corp. (incorporated by
reference to Exhibit 2.1 to the Current Report on
Form 8-K of New York Community Bancorp, Inc., dated
March 28, 2001).
2. Stock Option Agreement, dated as of March 27, 2001,
between New York Community Bancorp, Inc., as grantee,
and Richmond County Financial Corp., as issuer,
(incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of New York Community
Bancorp, Inc., dated March 28, 2001).
3. Stock Option Agreement, dated as of March 27, 2001,
between New York Community Bancorp, Inc., as issuer,
and Richmond County Financial Corp., as grantee,
(incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K of New York Community
Bancorp, Inc., dated March 28, 2001).
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