Filed by Roslyn Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Roslyn Bancorp, Inc.
Commission File No. 0-2886
The following is a Conference Call Presentation, hosted on June 27,
2003, in connection with New York Community Bancorp, Inc.'s proposed merger with
Roslyn Bancorp, Inc., a Delaware corporation:
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
NEW YORK COMMUNITY BANCORP
ANNOUNCES A STRATEGIC MERGER
WITH
ROSLYN BANCORP
Conference Call Information
New York Community Bancorp will host a conference call at 9:00 a.m. ET on
Friday, June 27, 2003. The number to call in the United States is (800) 289-0529
and internationally (913) 981-5523 (access code 387994). If this time is
inconvenient, a taped rebroadcast will be continuously played at (888) 203-1112
in the United States and (719) 457-0820 internationally starting at 12:00 p.m.
ET on Friday, June 27 through 5:00 p.m. on Monday, June 30, 2003. A web cast of
the conference call will be available live, and archived, at NYB's web site,
www.myNYCB.com, and Roslyn Bancorp's web site, www.roslyn.com. A copy of this
presentation can also be found on the web sites of both companies.
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
FORWARD-LOOKING STATEMENTS
New York Community Bancorp, Inc. and Roslyn Bancorp Inc. will be filing a joint
proxy statement / prospectus and other relevant documents concerning the merger
with the United States Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE JOINT 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 without charge from the Investor
Relations Department, New York Community Bancorp, Inc., 615 Merrick Avenue,
Westbury, NY 11590. Documents filed with the SEC by Roslyn Bancorp, Inc. will be
available free of charge from the Investor Relations Department, Roslyn Bancorp,
Inc., One Jericho Plaza, Jericho, New York 11753.
The directors, executive officers, and certain other members of management of
New York Community Bancorp, Inc. and Roslyn Bancorp Inc., may be soliciting
proxies in favor of the merger from the companies' respective shareholders. For
information about these directors, executive officers, and members of
management, shareholders are asked to refer to the most recent proxy statements
issued by the respective companies, which are available at the addresses
provided in the preceding paragraph.
Safe Harbor Provisions of the Private Litigation Reform Act of 1995
This presentation, other written materials, and statements management may make,
may contain certain forward-looking statements regarding the Company's
prospective performance and strategies 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 Company intends 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 is
including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies, and expectations of the Company, are generally
identified by use of the words "plan," "believe," "expect," "intend,"
"anticipate," "estimate," "project," or other similar expressions. The Company's
ability to predict results or the actual effects of its plans and strategies is
inherently uncertain. Accordingly, actual results may differ materially from
anticipated results.
The following factors, among others, could cause the actual results of the
merger to differ materially from the expectations stated in this presentation:
the ability of the companies to obtain the required shareholder or regulatory
approvals of the merger; the ability to effect the proposed restructuring; the
ability of the companies to consummate the merger; the ability to successfully
integrate the companies following the merger; a materially adverse change in the
financial condition of either company; the ability to fully realize the expected
cost savings and revenues; and the ability to realize the expected cost savings
and revenues on a timely basis.
Other factors that could cause the actual results of the merger to differ
materially from current expectations include a change in economic conditions;
changes in interest rates, deposit flows, loan demand, real estate values, and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation and regulation; and other economic, competitive, governmental,
regulatory, geopolitical, and technological factors affecting the companies'
operations, pricing, and services.
The Company undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.
2
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
TRANSACTION RATIONALE - COMPELLING FIT
- Creates the NY Metro region's largest community bank based on market
capitalization
- Is immediately accretive to both GAAP and cash earnings
- Combines a premier asset generator with a premier deposit accumulator
- Strengthens the company's capacity for capital generation and capital
management initiatives
- Increases deposit share in Brooklyn, Queens, Nassau, and Suffolk markets
- $3.5 billion downsizing of the securities portfolio reduces leverage at an
opportune time
- Joins two companies with significant integration expertise, common
operating philosophies, and identical systems platforms
- Creates a significant opportunity for shareholder value creation
3
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
TRANSACTION SUMMARY
Fixed Exchange Ratio: 0.7500 NYB share per RSLN share
Pro Forma Ownership: NYB: 71% / RSLN: 29%
Form of Consideration: 100% NYB common stock
Value per RSLN Share: $20.33 (a)
Transaction Value: $1,579 million
Transaction Structure: Tax-free exchange
Protection: Reciprocal 19.9% stock options
RSLN Board Representation: 5 of 16 seats on NYB Board
President and CEO: Joseph R. Ficalora
Co-Chairmen: Joseph L. Mancino and Michael F. Manzulli
(a) Based on NYB share closing price of $27.10 on June 26, 2003.
4
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
TRANSACTION SUMMARY
Expected Closing: Fourth Quarter 2003
Integration Completion: First Quarter 2004
Transaction Costs: Net after-tax charge to capital of less than
$45 million
Operating Expense Savings: $31 million pre-tax (13% of combined
company); 100% realized in 2004
Restructuring: Approximately $3.5 billion reduction in the
securities portfolio; additional
restructuring of mortgage loan portfolio
Revenue Enhancements: None assumed
Due Diligence: Completed
Required Approvals: NYB and RSLN shareholders and customary
regulatory approvals
Share Buyback: NYB Board has increased share buyback
authorization to 5 million shares
5
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
(FLOW CHART)
NYB'S STRUCTURE SUPPORTS BACK OFFICE CONSOLIDATION
AND RETENTION OF STRONG COMMUNITY BRANDS.
6
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
CREATES THE LARGEST COMMUNITY BANK IN NY METRO REGION
MARKET TOTAL EFFICIENCY
RANK CAPITALIZATION ASSETS RATIO
---- --------------------------- --------------------------- ---------------------------
1 PRO FORMA NYB - RSLN PRO FORMA NYB - RSLN PRO FORMA NYB - RSLN
2 North Fork Astoria Financial New York Community Bancorp
3 GreenPoint GreenPoint Roslyn Bancorp
4 New York Community Bancorp North Fork North Fork
5 Astoria Financial New York Community Bancorp GreenPoint
6 Independence Community Bank Roslyn Bancorp Astoria Financial
7 Roslyn Bancorp Independence Community Bank Independence Community Bank
8 Staten Island Bancorp Staten Island Bancorp Staten Island Bancorp
THE COMBINED COMPANY WILL HAVE CONSOLIDATED ASSETS OF $20+ BILLION,
LOANS OF $9 BILLION, AND A 28% (A) EFFICIENCY RATIO.
Source: Company financials and SNL DataSource
N.B. Financial information as of March 31, 2003, excluding downsizing and merger
adjustments. Market capitalization as of June 26, 2003.
(a) Represents estimated pro forma efficiency ratio including fully phased in
projected cost savings.
7
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
INCREASES DEPOSIT SHARE IN NY METRO REGION
($ in millions)
--------------------------------------------------------------------------------
DEPOSIT
RANK INSTITUTION DEPOSITS SHARE BRANCHES
--------------------------------------------------------------------------------
1 J.P. Morgan Chase $20,281 15.6% 151
2 Citigroup 16,959 13.0 135
3 Astoria Financial 10,878 8.3 83
--------------------------------------------------------------------------------
4 PRO FORMA NYB / RSLN 9,848 7.6 115
--------------------------------------------------------------------------------
5 GreenPoint 9,372 7.2 61
6 North Fork 8,932 6.9 128
7 HSBC 8,857 6.8 95
8 Washington Mutual 8,379 6.4 80
9 FleetBoston 6,283 4.8 107
--------------------------------------------------------------------------------
10 RSLN 5,198 4.0 31
--------------------------------------------------------------------------------
11 NYB 4,651 3.6 84
--------------------------------------------------------------------------------
12 Bank of New York 3,753 2.9 108
13 Independence Community Bancorp 3,656 2.8 35
14 Staten Island Bancorp 2,556 2.0 19
15 Apple Bank for Savings 2,446 1.9 27
--------------------------------------------------------------------------------
Source: SNL DataSource. Deposit data as of June 30, 2002.
N.B. NY Metro region includes Kings, Queens, Richmond, Nassau, and Suffolk
counties. Branches and deposits listed for these markets only.
8
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
A STRONG PRESENCE IN THE NY METRO REGION
(MAP) - The combined company will be a full-service financial
institution with strong asset generation, deposit
accumulation, and revenue-producing capabilities
- 92 traditional and 52 supermarket branches throughout
metro New York and New Jersey
- Over 1 million deposit accounts serving our communities
- A broader, more diversified franchise
9
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
NYB
STRONG LOAN ORIGINATOR
(BAR GRAPH)
RSLN
STRONG DEPOSIT ACCUMULATOR
(BAR GRAPH)
Source: Management data for NYB and company financials for RSLN.
10
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
STRENGTHENS DEPOSIT BASE
- Increases deposits by $6.1 billion or 118%
- Increases core deposits by $2.8 billion or 82%
- Core deposits represent 54% of total deposits
- $3.4 billion of CD's with an average cost of 2.7% repricing in next 12
months
- Average deposits per traditional branch increases 46% to $122 million (a)
- Loan / deposit ratio decreases from 111% to 80%, creating capacity for
loan growth
N.B. Financial information as of March 31, 2003, excluding downsizing and merger
adjustments.
(a) Based on traditional branches for NYB and RSLN excluding recent RSLN de novo
branches.
11
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
COMPATIBLE LOAN MIX
- Couples leading provider of construction lending with premier multi-family
lender
- Enhances the company's multi-family market niche by joining two in-market
lenders
- Comparable record of zero net charge-offs to average loans (a)
- No charge-offs on NYB multi-family loans since 1987
- No charge-offs on RSLN construction loans originated since 1993
- Common approach to one-to-four family and consumer lending through
strategic alliances
(a) For the twelve months ended March 31, 2003.
12
(NEW YORK COMMUNITY BANCORP INC. LOGO) (ROSLYN BANCORP INC. LOGO)
SECURITIES PORTFOLIO DOWNSIZING
------------------------------------------- ---------------------------------------
PLAN RATIONALE
------------------------------------------- ---------------------------------------
- Approximately $3.5 billion - Enhances earnings quality
downsizing of securities portfolio
- Reduces interest rate and extension
- Assumed 2.0% pre-tax spread lost risk
on the downsized assets / liabilities --> - Reduces exposure to market value
- Buyback stock to target 5.25% - Frees up $100+ million of equity
Tangible Common Ratio at close
- Improves net interest margin
- Reduces leverage at an opportune time
- Re-aligns securities portfolio
12
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
TRANSACTION SYNERGIES
SOURCES OF COST SAVINGS AMOUNT (PRE-TAX)
----------------------- ----------------
Compensation and benefits $12.1 MM
Back office, administrative, and other 7.3
Systems and facilities 2.6
--------
10% OF COMBINED OVERHEAD
OPERATING EXPENSE SAVINGS $22.0 MM -->
28% OF RSLN OVERHEAD
ESOP / MRP 8.8
--------
TOTAL COST SAVINGS $30.8 MM
========
FEE-GENERATING OPPORTUNITIES
----------------------------
- Insurance
- Annuities
- Discount Brokerage --> NO REVENUE ENHANCEMENTS ASSUMED
- Mutual Funds
14
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
A FINANCIALLY ATTRACTIVE TRANSACTION
($ in millions, except per share amounts)
-----------------------------------------
FOR THE YEAR ENDING DECEMBER 31, 2004
-------------------------------------
BASE CASE EPS
EARNINGS PROJECTIONS PROJECTIONS PER SHARE ACCRETION
-------------------- ----------- --------- ---------
NYB earnings (a) $309.8 $2.30
RSLN earnings (a) 136.0
Expected cost savings 20.0
Net accretion of fair value adjustments 63.3
Core deposit intangible amortization (b) (5.2)
------
Pro forma net income $523.9 $2.72 18.0%
Pro forma cash earnings (c) 533.1 2.76 18.6
Impact of downsizing (46.2)
------
ADJUSTED PRO FORMA NET INCOME $477.7 $2.53 10.0%
ADJUSTED PRO FORMA CASH EARNINGS (C) 486.9 2.58 10.8
N.B. Assumes 35.0% tax rate. Impact shown after tax. Numbers rounded to nearest
decimal.
(a) Based on IBES median estimates of $2.30 for NYB and $2.05 for RSLN for 2004
and shares outstanding as per management estimates.
(b) Assumes core deposit intangibles of 3.0% of core deposits amortized on a
straight-line basis over 10 years.
(c) Cash earnings is defined as net income adjusted for intangible amortization.
Assumes NYB stand-alone cash earnings of $2.33 per share for 2004.
15
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
LOW INTEGRATION RISK
- Joins two proven integrators with a record of exceeding expectations in
multiple transactions
- Identical operating / systems platforms
- Common operating philosophy:
- Both highly efficient
- Both produce revenues through strategic alliances
- Both place an emphasis on community banking
- Due diligence completed
- Pro forma earnings reflect conservative cost savings, no revenue
enhancement assumptions
- Integration to be completed by first quarter 2004
16
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
A RECORD OF SUCCESSFUL TRANSACTIONS
HAVEN RICHMOND NYB
($ in millions) BANCORP COUNTY 2002 RESULTS
--------------- ------- ------ ------------
Announcement Date: June 2000 March 2001 --
Closing Date: November 2000 July 2001 --
Announced Transaction Value: $196 $802 --
Assets / Deposits: $2,966 / $2,151 (a) $3,213 / $2,093 (a) $11,313 / $5,256
Announced Cost Savings: ~25% of Haven 11% of combined Greatly exceeded
Announced Revenue None None 464% core revenue growth
Enhancements: recorded from 2000 - 2002
Efficiency Ratio: 73.9% (1Q'00) (a) 45.7% (4Q'00) (a) 25.3%
Projected 2002 Diluted EPS (b): $0.88 $1.14 - $1.19 $1.67
Projected Accretion: 21.7% 11.8% - 16.5% 129.4% (c)
Projected 2002 Diluted
Cash EPS (b)(d): $1.06 $1.19 $1.89
Projected Accretion: 10.8% 16.5% 95.3% (c)
(a) Data from the last company report filed prior to transaction announcement.
(b) Adjusted to reflect NYB's 4-for-3 stock split on May 21, 2003.
(c) 2002 NYB results compared to stand-alone Street estimates as of March 2000.
(d) The Company calculated its diluted cash earnings per share for 2002 by
adding back non-cash items of $30.5 million to net income of $229.2 million.
17
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
A SIGNIFICANT OPPORTUNITY FOR SHARE VALUE CREATION
% Appreciation
--------------
Share Price Dividend
----------- --------
NYB - November 23, 1993 2,085% 5,700%
Haven - June 27, 2000 (a) 366 152
Richmond County - March 27, 2001 (a) 107 110
(a) Reflects appreciation from the date the respective merger transactions were
announced through June 26, 2003.
18
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
SUMMARY
- Creates the NY Metro region's largest community bank based on market
capitalization
- Is immediately accretive to both GAAP and cash earnings
- Combines a premier asset generator with a premier deposit accumulator
- Strengthens the company's capacity for capital generation and capital
management initiatives
- Increases deposit share in Brooklyn, Queens, Nassau, and Suffolk markets
- $3.5 billion downsizing of the securities portfolio reduces leverage at an
opportune time
- Joins two companies with significant integration expertise, common
operating philosophies, and identical systems platforms
- Creates a significant opportunity for shareholder value creation
19
APPENDIX
SUPPLEMENTAL FINANCIAL INFORMATION
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
DEPOSIT SHARE BY COUNTY
($ in millions)
---------------
NYB RSLN
---------------------------------------- -----------------------------------------
TOTAL
DEPOSITS NO. OF MKT NO. OF MKT
COUNTY IN COUNTY RANK BRANCHES DEPOSITS SHARE RANK BRANCHES DEPOSITS SHARE
------ --------- ---- -------- -------- ----- ---- -------- -------- -----
NEW YORK
Nassau $ 38,574 17 14 $ 380 1.0% 6 17 $ 3,155 8.2%
Queens 32,174 6 25 2,168 6.7 10 6 848 2.6
Richmond 7,305 2 22 1,604 22.0 -- -- -- --
Suffolk 24,735 14 16 354 1.4 12 5 743 3.0
Kings 27,558 20 6 145 0.5 13 3 452 1.6
Westchester 22,195 27 4 25 0.1 -- -- -- --
Bronx 9,240 22 1 2 0.0 20 1 14 0.2
New York 249,761 81 1 6 0.0 -- -- -- --
NEW JERSEY
Hudson $ 21,369 13 4 $ 300 1.4% -- -- -- --
Camden 6,746 9 2 180 2.7 -- -- -- --
Atlantic 3,077 7 5 168 5.5 -- -- -- --
Essex 12,697 25 2 81 0.6 -- -- -- --
Union 13,167 24 3 73 0.6 -- -- -- --
Gloucester 2,933 14 1 43 1.5 -- -- -- --
Monmouth 11,266 30 1 6 0.1 -- -- -- --
Passaic 7,955 23 1 4 0.1 -- -- -- --
($ in millions)
---------------
PRO FORMA
NO. OF MKT
COUNTY RANK BRANCHES DEPOSITS SHARE
------ ---- -------- -------- -----
NEW YORK
Nassau 5 36 $ 3,536 9.2%
Queens 4 34 3,016 9.4
Richmond 2 22 1,604 22.0
Suffolk 10 23 1,096 4.4
Kings 11 10 596 2.2
Westchester 27 4 25 0.1
Bronx 20 2 16 0.2
New York 81 1 6 0.0
NEW JERSEY
Hudson 13 4 $ 300 1.4%
Camden 9 2 180 2.7
Atlantic 7 5 168 5.5
Essex 25 2 81 0.6
Union 24 3 73 0.6
Gloucester 14 1 43 1.5
Monmouth 30 1 6 0.1
Passaic 23 1 4 0.1
Source: SNL DataSource. Deposit information as of June 30, 2002.
21
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
LOAN AND DEPOSIT COMPOSITION
($ in millions)
LOAN COMPOSITION NYB RSLN (A) PRO FORMA
----------------- ----------------- ------------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
Multi-family Mortgage $4,772.0 83.3% $732.7 22.4% $5,503.3 61.2%
Residential Mortgage 232.6 4.1 1,071.7 32.8 1,298.9 14.4
Commercial Mortgage 534.9 9.3 717.8 22.0 1,251.4 13.9
Construction 119.3 2.1 458.7 14.0 577.1 6.4
Consumer and Other 72.8 1.3 286.7 8.8 368.5 4.1
-------- ----- -------- ----- -------- -----
TOTAL LOANS $5,731.5 100.0% $3,267.6 100.0% $8,999.1 100.0%
======== ===== ======== ===== ======== =====
Yield 7.56% 6.37% 7.13%
DEPOSIT COMPOSITION
NYB RSLN PRO FORMA
----------------- ----------------- ------------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- --------- -----
Demand $ 496.2 9.6% $232.7 3.8% $728.9 6.5
Savings, NOW, MMDA 2,874.1 55.5 2,525.1 41.3 5,399.2 47.8
CDs 1,812.2 35.0 3,360.4 54.9 5,172.6 45.8
-------- ----- -------- ----- --------- -----
TOTAL DEPOSITS $5,182.5 100.0% $6,118.2 100.0% $11,300.7 100.0%
======== ===== ======== ===== ========= =====
Cost 1.44% 2.23% 1.87%
Source: Company financials
N.B. Data at or for the three months ended March 31, 2003.
(a) Based on management data.
22
(NEW YORK COMMUNITY BANCORP, INC. LOGO) (ROSLYN BANCORP, INC. LOGO)
SUPERIOR CREDIT QUALITY
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------
1998 1999 2000 2001 2002 03/31/03
----- ----- ----- ----- ----- --------
RESERVES / NPAS
NYB 142.6% 221.5% 198.4% 228.2% 245.2% 270.5%
RSLN 172.9 211.8 402.3 88.4 102.0 154.0
Peer Group (a) 112.1 162.0 178.9 179.2 184.5 139.1
NPAS / LOANS + OREO
NYB 0.44% 0.20% 0.25% 0.33% 0.30% 0.26%
RSLN 0.64 0.49 0.25 1.24 1.35 0.87
Peer Group (a) 1.20 0.58 0.36 0.57 0.57 0.60
NCOS / AVERAGE LOANS
NYB 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%(b)
RSLN 0.01 0.00 0.02 0.02 0.01 0.00 (b)
Peer Group (a) 0.15 0.05 0.06 0.08 0.12 0.17 (b)
Source: NYB and RSLN financial statements and SNL DataSource.
(a) Peer index includes AF, GPT, HU, ICBC, NFB, SIB.
(b) Twelve months ended March 31, 2003.
23