As filed with the Securities and Exchange Commission on April 29, 2002
Registration No. 333-86682
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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New York Community Bancorp, Inc. Delaware 06-1377322
New York Community Capital Trust I Delaware Applied for
New York Community Capital Trust II Delaware Applied for
New York Community Capital Trust III Delaware Applied for
New York Community Capital Trust IV Delaware Applied for
New York Community Capital Trust V Delaware Applied for
(Exact name of registrants as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
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615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
---------------
Joseph R. Ficalora
President and Chief Executive Officer
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100
(Name, address, including zip code, and telephone numbers, including
area code, of agent for service)
---------------
Copies to:
Jeremy W. Dickens, Esquire Douglas P. Faucette, Esquire Alan Schick, Esquire
Weil, Gotshal & Manges LLP Victor L. Cangelosi, Esquire Luse Lehman Gorman
767 Fifth Avenue Muldoon Murphy & Faucette LLP Pomerenk & Schick, P.C.
New York, New York 10153 5101 Wisconsin Avenue, N.W. 5335 Wisconsin Avenue, N.W.
(212) 310-8000 Washington, D.C. 20016 Washington, D.C. 20015
(202) 362-0840 (202) 274-2000
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment Filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|
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CALCULATION OF REGISTRATION FEE
(See next page)
-------------------
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed maximum Proposed maximum
Title of each class Amount to be offering price aggregate offering Amount of fee
of securities to be registered registered per unit(1) price(2) registration
=======================================================================================================================
Debt Securities of New York Community Bancorp, Inc.(3) (5) (5) (5) (6)
Common Stock, including attached preferred share purchase
rights(4)......................................... (5) (5) (5) (6)
Preferred Securities of New York Community
Capital Trust I (6)............................... (5) (5) (5) (6)
Preferred Securities of New York Community
Capital Trust II (6).............................. (5) (5) (5) (6)
Preferred Securities of New York Community
Capital Trust III (6)............................. (5) (5) (5) (6)
Preferred Securities of New York Community
Capital Trust IV (6).............................. (5) (5) (5) (6)
Preferred Securities of New York Community
Capital Trust V(6)................................ (5)
Guarantees by New York Community Bancorp, Inc. of
the above-referenced preferred securities (7)..... (5) (5) (5) (6)
Junior Subordinated Debentures of New York
Community Bancorp, Inc. (7)....................... (5) (5) (5) (6)
Units (8)............................................ (5) (5) (5) (6)
Warrants to purchase Common Stock of New York
Community Bancorp, Inc.(9)........................ (5) (5) (5) (6)
Common Stock reserved for issuance upon exercise
of Warrants to purchase Common Stock(10).......... (5) (5) (5) (6)
Total................................................$400,000,000(11) 100% $400,000,000(11) $36,800(12)
(1) The proposed maximum offering price per unit will be determined from time
to time by the registrants in connection with the issuance by the
registrants of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act of 1933.
(3) Subject to note (11) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by New York Community Bancorp, Inc. ("NYCB").
(4) Subject to Note 11 below, there is being registered hereunder an
indeterminate number of shares of NYCB Common Stock, par value $0.01, as
from time to time may be issued at indeterminate prices. Each share of
Common Stock includes a right to purchase shares of NYCB participating
preferred stock, referenced to as the "rights." Prior to the occurrence of
certain events, none of which have occurred as of the date hereof, the
rights will not be exercisable or evidenced separately from the Common
Stock.
(5) Not applicable pursuant to General Instructions II.D. of Form S-3.
(6) Subject to note (11) below, there is being registered hereunder an
indeterminate number of Preferred Securities of New York Community Capital
Trust I, New York Community Capital Trust II, New York Community Capital
Trust III, New York Community Capital Trust IV and New York Community
Capital Trust V (collectively, the "Trusts") and an indeterminate principal
amount of Junior Subordinated Debentures of NYCB. A like principal amount
of Junior Subordinated Debentures may be issued and sold by NYCB to any of
the Trusts, in which event such Junior Subordinated Debentures may later be
distributed for no additional consideration to the holders of the Preferred
Securities of such Trust upon a dissolution of such Trust and the
distribution of the assets thereof.
(7) Includes the rights of holders of the Preferred Securities under the
Guarantees and certain back-up undertakings, comprised of the obligations
of NYCB under the Declaration of Trust of each Trust as borrower under the
Junior Subordinated Debentures, to provide certain indemnities in respect
of, and pay and be responsible for certain costs, expenses, debts and
liabilities of, each Trust (other than with respect to the Preferred
Securities) and such obligations of NYCB as set forth in the Declaration of
Trust of each Trust and the Subordinated Indenture, in each case as amended
from time to time and as further described in the Registration Statement.
The Guarantees, when taken together with NYCB's obligations under the
Junior Subordinated Debentures, the related Indenture and the Declaration
of Trust, will provide a full and unconditional guarantee on a subordinated
basis by NYCB of payments due on the Preferred Securities. No separate
consideration will be received for any Guarantees or such back-up
obligations.
(8) The Units consist of one preferred security of New York Community Capital
Trust V and a Warrant to purchase NYCB Common Stock.
(9) Subject to Note 11 below, there is being registered hereunder an
indeterminate number of Warrants as from time to time may be issued by NYCB
at indeterminate prices such warrants may be issued together with Preferred
Securities of the Trusts as described in Note 8 above.
(10) The Common Stock being registered consists of shares of underlying
Warrants. In accordance with Rule 416 under the Securities Act, this
registration statement also covers such indeterminate number of additional
shares as may become issuable upon the exercise of such Warrants to prevent
dilution from stock splits or stock dividends or similar transactions.
(11) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this registration statement exceed
$400,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. If Debt Securities are
issued at original issue discount, NYCB may issue such higher principal
amount as may be sold for an initial public offering price of up to
$400,000,000 (less the dollar amount of any securities previously issued
hereunder), or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. The securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
(12) The registration fee of $36,800 was previously paid upon the initial filing
of the Form S-3 on April 22, 2002.
---------------
The information in this preliminary prospectus supplement and the accompanying
prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these securities, and we are
not soliciting offers to buy these securities in any state or jurisdiction
where the offer or sale is not permitted.
Subject to Completion, dated April 29, 2002
PROSPECTUS SUPPLEMENT
(To Prospectus Dated , 2002)
5,100,000 Shares
[LOGO] NEW YORK COMMUNITY
BANCORP, INC.
Common Stock
--------------------------------------------------------------------------------
We are offering 5,100,000 shares of our common stock. Our common stock
trades on the Nasdaq National Market under the symbol "NYCB". On April 25,
2002, the last reported sale price of our common stock on the Nasdaq National
Market was $29.43 per share.
Investing in the shares involves risks.
"Risk Factors" begin on page S-6.
Per Share Total
--------- -----
Public offering price....................... $ $
Underwriting discount....................... $ $
Proceeds to New York Community Bancorp, Inc. $ $
We have granted the underwriters a 30-day option to purchase up to 765,000
additional shares of common stock on the same terms and conditions set forth
above to cover over-allotments, if any.
These securities are not deposits or obligations of a bank or savings
association and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares on or about , 2002.
--------------------------------------------------------------------------------
Joint Book-Running Managers Joint Lead Manager
LEHMAN BROTHERS SALOMON SMITH BARNEY SANDLER O'NEILL & PARTNERS, L.P.
ADVEST, INC.
JANNEY MONTGOMERY SCOTT LLC
KEEFE, BRUYETTE & WOODS, INC.
, 2002
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Special Note Regarding Forward-Looking Statements S-3
About this Prospectus Supplement................. S-4
New York Community Bancorp, Inc.................. S-4
Corporate Growth Strategy........................ S-4
The Offering..................................... S-5
Risk Factors..................................... S-6
Use of Proceeds.................................. S-9
Regulatory Capital Ratios........................ S-9
Capitalization................................... S-10
Price Range of Common Stock and Dividend Policy.. S-11
Selected Consolidated Financial Data............. S-12
Underwriting..................................... S-14
Legal Matters.................................... S-17
Incorporation by Reference....................... S-17
PROSPECTUS
About this Prospectus........................... 4
Where You Can Find More Information............. 4
Forward-Looking Statements...................... 6
New York Community Bancorp, Inc................. 6
Consolidated Ratios of Earnings to Fixed Charges 7
Use of Proceeds................................. 7
Regulation and Supervision...................... 7
Description of Debt Securities.................. 8
Senior Debt Securities.......................... 15
Subordinated Debt Securities.................... 16
Description of Common Stock..................... 18
Plan of Distribution............................ 20
Legal Opinions.................................. 21
Experts......................................... 21
-----------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
S-2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, and the other
documents we incorporate by reference herein and therein, may include
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements, which are based on certain assumptions, and
describe our future plans, strategies, and expectations, are generally
identified by use of the words "believe," "expect," intend," "plan,"
"anticipate," "estimate," "project," or other similar expressions. Although we
believe that our plans, intentions and expectations, as reflected in these
forward-looking statements are reasonable, we can give no assurance that these
plans, intentions or expectations will be achieved or realized. Our ability to
predict results or the actual effects of our plans and strategies are
inherently uncertain. Actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the forward-looking
statements contained in this prospectus supplement and the accompanying
prospectus. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth under the heading
"Risk Factors," beginning on page S-6 of this prospectus supplement, under the
heading "Forward-Looking Statements and Associated Risk Factors" in the section
captioned "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K and in other reports
filed with the Securities and Exchange Commission. These factors are not
intended to represent a complete list of the general or specific factors that
may affect us. Other factors that could have a material adverse effect on our
operations and on our subsidiaries' operations include, but are not limited to,
changes in market interest rates, general economic conditions, legislation, and
regulation; changes in the monetary and fiscal policies of the U.S. government,
including policies of the U.S. Treasury and the Federal Reserve Board; changes
in the quality or composition of the loan or investment portfolios; changes in
deposit flows, competition, and demand for financial services and loan products
in our local markets; changes in local real estate values; changes in
accounting principles and guidelines; war or terrorist activities; and other
economic, competitive, governmental, regulatory, geopolitical and technological
factors affecting our operations, pricing and services.
You should not place undue reliance on these forward-looking statements,
which reflect our expectations only as of the date of this prospectus
supplement. We do not assume any obligation to revise forward-looking
statements except as may be required by law.
S-3
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the prospectus that is also
part of this document. This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell any combination of securities described
in the accompanying prospectus in one or more offerings, from time to time, up
to a total dollar amount of $400,000,000, of which this offering is a part. The
accompanying prospectus provides you with a general description of the
securities we may offer. This prospectus supplement provides you with specific
information about the common stock we are selling in this offering. Both this
prospectus supplement and the accompanying prospectus include important
information about us and other information you should know before investing.
This prospectus supplement also adds to, updates and changes information
contained in the accompanying prospectus. You should read both this prospectus
supplement and the accompanying prospectus, together with the additional
information described under "Incorporation by Reference" on page S-17 of this
prospectus supplement, before investing in our shares of common stock. Unless
otherwise indicated in this prospectus supplement, the terms "we," "us," and
"our" mean New York Community Bancorp, Inc. and its consolidated subsidiaries,
and the term "the Bank" refers to New York Community Bank, our wholly-owned
subsidiary.
NEW YORK COMMUNITY BANCORP, INC.
We are a registered bank holding company whose principal business is
conducted by our wholly-owned subsidiary, New York Community Bank. We believe
the Bank is the second largest originator of multi-family mortgage loans in the
City of New York and the eighth largest thrift institution in the United
States, based on market capitalization at March 31, 2002. The Bank serves its
customers through six community divisions with a total of 114 banking offices,
including 53 traditional and 60 in-store branches throughout New York City,
Nassau, Suffolk, Rockland and Westchester counties, and New Jersey and one
customer convenience center in Staten Island, New York. The Bank recently
divested its in-store branches in Connecticut and has agreed to sell seven
additional in-store branches (five in New Jersey and two in Rockland County) in
a transaction expected to close in the second quarter of 2002.
At March 31, 2002, we had total assets of approximately $9.3 billion, total
deposits of approximately $5.4 billion, and total consolidated stockholders'
equity of approximately $1.0 billion.
Our common stock trades on the Nasdaq National Market under the symbol
"NYCB."
CORPORATE GROWTH STRATEGY
Our primary strategy is to attract deposits from our customers in New York
City, Long Island, Westchester and Rockland Counties, and New Jersey and to
invest these deposits, together with funds generated from operations, loan
sales and borrowings, primarily in multi-family mortgage loans secured by
properties in our market area and, to a lesser extent, in commercial real
estate and construction loans, and investment grade securities. We also seek to
establish new banking branches and pursue acquisitions of other institutions or
their branches in accordance with our disciplined acquisition strategy. We
recently opened two new branches in Staten Island and are scheduled to open a
third branch this summer. We acquired Haven Bancorp, Inc. in November 2000 and
we merged with Richmond County Financial Corp. in July 2001. We do not have any
specific plans for further acquisitions at this time.
S-4
THE OFFERING
Common stock offered by New York Community Bancorp, Inc.... 5,100,000 shares
Shares outstanding after the offering...................... 113,324,425 shares
Use of proceeds............................................ We intend to use the net proceeds of this offering to
make equity contributions to the Bank to increase its
net tangible assets; for general corporate purposes,
including possible stock repurchases from time to
time; and to finance multi-family loan originations
and potential acquisitions of banking branches, other
financial institutions, or other financial services
companies. We do not have any specific plans for
acquisitions at this time. See "Use of Proceeds."
Dividend policy............................................ We generally pay quarterly dividends on our common
stock, depending on our financial results, action by
our board of directors and certain regulatory
requirements.
Risk factors............................................... See "Risk Factors" and other information included in
this prospectus supplement and the accompanying
prospectus for a discussion of factors you should
carefully consider before deciding to invest in shares
of our common stock.
Nasdaq National Market symbol.............................. NYCB
The number of shares shown as outstanding after the offering is pro forma as
of March 31, 2002, and excludes outstanding options to purchase 7,732,303
shares at a weighted average option price of $21.92 per share.
Unless otherwise indicated, all information in this prospectus supplement
assumes no exercise of the underwriters' option to purchase up to 765,000
additional shares of common stock to cover over-allotments.
S-5
RISK FACTORS
You should carefully review the information contained elsewhere or
incorporated by reference in this prospectus supplement and the accompanying
prospectus and should particularly consider the following factors.
Our focus on multi-family, commercial real estate and construction lending may
hurt our earnings.
Our business strategy centers on continuing our emphasis on multi-family
real estate loans and, to a lesser extent, commercial real estate and
construction loans in order to expand our net interest margin. These types of
loans generally have higher risk-adjusted returns and shorter maturities than
one-to-four family residential mortgage loans. At March 31, 2002, multi-family,
commercial real estate and construction loans totaled $4.2 billion, which
represented 75.6% of total loans. If we continue to increase the level of our
multi-family, commercial real estate and construction loans, we will increase
our credit risk profile relative to traditional thrift institutions that have
higher concentrations of one-to-four family loans.
Loans secured by multi-family and commercial real estate properties are
generally for larger amounts and involve a greater degree of risk than
one-to-four family residential mortgage loans. Payments on loans secured by
multi-family and commercial real estate buildings generally depend on the
income produced by the underlying properties, which in turn, depend on the
successful operation or management of the properties. Accordingly, repayment of
these loans is subject to adverse conditions in the real estate market or the
local economy. The Bank seeks to minimize these risks through its underwriting
policies, which restrict new originations of such loans to the Bank's primary
lending area and require such loans to be qualified on the basis of the
property's net income and debt service ratio; however there can be no assurance
that our underwriting policies will protect us from credit-related losses.
Construction financing typically involves a higher degree of credit risk
than long-term financing on improved, owner-occupied real estate. Risk of loss
on a construction loan depends largely upon the accuracy of the initial
estimate of the property's value at completion of construction or development
compared to the estimated cost (including interest) of construction. If the
estimate of value proves to be inaccurate, the loan may be undersecured. We
seek to minimize these lending risks through our lending policies and
underwriting standards. A downturn in the local economy, however, could have a
material adverse effect on the quality of the commercial real estate and
construction loan portfolios, thereby resulting in material delinquencies and
losses to our operations.
Rising interest rates may reduce our net income and future cash flows.
Our income and cash flows are affected by changes in interest rates, over
which we have no control. Our primary source of income is our net interest
income, which is the difference between the interest income earned on our
interest-earning assets and the interest expense incurred on our
interest-bearing liabilities. At March 31, 2002, our one year interest rate
sensitivity gap (the difference between our interest rate sensitive assets
maturing or repricing within one year and our interest rate sensitive
liabilities maturing or repricing within one year, expressed as a percentage of
total assets) was negative 8.87%. In a rising interest rate environment, an
institution with a negative gap would generally be expected, absent the effects
of other factors, to experience a greater increase in its cost of liabilities
relative to its yield on assets, and thus a decrease in its net interest income.
We also monitor changes in the net present value of the expected future cash
flows of our assets and liabilities, which is referred to as net portfolio
value or NPV. The NPV ratio is our NPV divided by the estimated market value of
total assets. The NPV ratio can be viewed as a corollary to our capital ratios.
To monitor our overall sensitivity to changes in interest rates, we model the
effect of instantaneous increases and decreases in interest rates of 200 basis
points on our assets and liabilities. As of March 31, 2002, an increase in
interest rates of 200 basis points would have reduced our NPV by approximately
12.28%. A decrease in interest rates of 200
S-6
basis points would have increased our NPV by approximately 5.00%. There can be
no assurance that future changes in our mix of assets and liabilities will not
result in greater changes to our NPV and NPV ratio.
Our allowance for loan losses may be inadequate, which could hurt our earnings.
The Bank's reserve for possible credit losses may not be adequate to cover
actual loan losses and if we are required to increase our reserve, current
earnings may be reduced. When borrowers default and do not repay the loans that
we make to them, we may lose money. Our experience shows that some borrowers
either will not pay on time or will not pay at all, which will require us to
cancel or "charge off" the defaulted loan or loans. We provide for losses by
reserving what we believe to be an adequate amount to absorb any probable
inherent losses. A "charge-off" reduces our reserve for possible credit losses.
If our reserve were not sufficient, we would be required to record a larger
reserve which would reduce current period earnings.
Changes in economic conditions could cause a deterioration in our loan
portfolio and reduce our income.
The Bank's loan portfolio includes many real estate secured loans, demand
for which may decrease during economic downturns as a result of, among other
things, an increase in unemployment, a decrease in real estate values or
increases in interest rates. These factors could depress our earnings and
consequently our financial condition because:
. customers may not want or need our products and services;
. borrowers may not be able to repay their loans;
. the value of the collateral securing our loans to borrowers may decline;
and
. the quality of our loan portfolio may decline.
Any of the latter three scenarios could cause an increase in deliquencies
and non-performing assets or require us to "charge-off" a percentage of our
loans and/or increase our provisions for loan losses, which would reduce our
income.
The geographic concentration of our loan portfolio and lending activities makes
us vulnerable to a downturn in the local economy.
Nearly all of our loans are made to borrowers who live and work in the New
York City metropolitan area. As a result of this concentration, a downturn in
the New York City economy would likely cause significant increases in
non-performing loans and assets, which could impair our profits either through
charge-offs or by recording additional provisions for loan losses.
Because we compete primarily on the basis of the interest rates we offer
depositors, and the terms of loans we offer borrowers, our margins could
decrease if we were required to increase deposit rates or lower interest rates
on loans in response to competitive pressure.
We face intense competition both in making loans and attracting deposits. We
compete primarily on the basis of our depository rates, the terms of the loans
we originate and the quality of our financial and depository services. This
competition has made it more difficult for us to make new loans and at times
has forced us to offer higher deposit rates in our market area. We expect
competition to increase in the future as a result of legislative, regulatory
and technological changes and the continuing trend of consolidation in the
financial services industry. Technological advances, for example, have lowered
barriers to market entry, enabled banks to expand their geographic reach by
providing services over the Internet and enabled non-depository institutions to
offer products and services that traditionally have been provided by banks.
Recent changes in federal banking law permit affiliation among banks,
securities firms and insurance companies, which also will change the
competitive environment in which we conduct business. Some of the institutions
with which we compete are significantly larger than us and, therefore, have
significantly greater resources.
S-7
Various factors could hinder or prevent takeover attempts
Provisions of our Certificate of Incorporation and Bylaws, federal and state
regulations and various other factors may hinder or prevent companies or
persons from acquiring control of us without the consent of our board of
directors even in the event that a potential acquiror were offering a premium
over the then-prevailing price of our common stock. For further information
about these provisions, see "Description of Common Stock" in the accompanying
prospectus.
S-8
USE OF PROCEEDS
We estimate the net proceeds from our sale of 5,100,000 shares of common
stock in the offering will be approximately $143.5 million, and approximately
$165.1 million if the underwriters exercise their over-allotment option in
full, based on an assumed public offering price of $29.43 per share, the last
reported sale price of our common stock on the Nasdaq National Market on April
25, 2002.
We intend to use the net proceeds of this offering:
. to make equity contributions to the Bank to increase its net tangible
assets;
. for general corporate purposes, including additional stock repurchases;
and
. to finance multi-family loan originations and potential acquisitions of
banking branches, other financial institutions or other financial
services companies.
The precise amounts and timing of the application of proceeds, and the type
of investment, will depend upon our and our subsidiaries' funding requirements
and the availability of other funds. We do not have any specific plans for
acquisitions at this time.
REGULATORY CAPITAL RATIOS
The following table sets forth our consolidated capital ratios at March 31,
2002 on an actual basis and on an as adjusted basis to give effect to the
issuance of the common stock that we are offering based on an assumed offering
price of $29.43 per share.
At March 31, 2002
-----------------
As
Actual Adjusted(1)
------ -----------
Tier 1 risk-based capital ratio.............................. 10.18% 12.72%
Total risk-based capital ratio............................... 11.04 13.56
Leverage ratio............................................... 5.74 7.29
--------
(1) Assumes net proceeds of the offering of the capital securities are invested
in 100% risk-weighted assets.
S-9
CAPITALIZATION
The following table sets forth our unaudited capitalization as of March 31,
2002 on an actual basis and an adjusted basis to give effect to our receipt of
the estimated net proceeds of this offering. The outstanding share information
in the table below assumes no exercise of the underwriters' over-allotment
option and excludes 7,732,303 shares subject to outstanding options. You should
read this information in conjunction with the section of this prospectus
supplement entitled "Selected Consolidated Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements of New York Community Bancorp, Inc. and
the related notes in our most recent Annual Report on Form 10-K and in other
reports filed with the Securities and Exchange Commission and incorporated by
reference in this prospectus supplement and the accompanying prospectus.
At March 31, 2002
-------------------------
Actual As Adjusted
---------- -----------
(unaudited, in thousands)
-------------------------
Long-term borrowings:
Federal Home Loan Bank of New York advances.................................... $1,682,811 $1,682,811
Trust preferred securities...................................................... 190,608 190,608
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued -- --
Common stock, $0.01 par value, 150,000,000 shares authorized, 108,224,425
shares issued, actual; 113,324,425 shares issued, as adjusted................ 1,082 1,133
Additional paid-in capital..................................................... 914,881 1,058,319
Retained earnings (substantially restricted)................................... 154,013 154,013
Accumulated other comprehensive income, net of tax effect...................... 5,282 5,282
Less:
Treasury stock-6,042,221 shares at March 31, 2002............................ 69,491 69,491
Unallocated common stock held by ESOP........................................ 6,451 6,451
Common stock held by SERP and deferred compensation plans.................... 3,113 3,113
Unearned common stock held by reverse repurchase agreements.................. 41 41
---------- ----------
Total stockholders' equity................................................. 996,162 1,139,651
---------- ----------
Total capitalization..................................................... $2,869,581 $3,013,070
========== ==========
S-10
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock is listed on the Nasdaq National Market and trades under
the symbol "NYCB." The following table sets forth for the periods indicated the
high and low composite per share closing sales prices as reported by the Nasdaq
National Market and the dividends paid in each period. All stock prices and
dividends have been restated to reflect the two 3-for-2 stock splits that
occurred on March 29 and September 20, 2001.
High Low Dividends
------ ------ ---------
Fiscal Year Ending December 31, 2002:
Second quarter (through April 25, 2002) $29.63 $27.27 $0.20(1)
First quarter.......................... 29.65 23.07 0.16
Fiscal Year Ended December 31, 2001:
Fourth quarter......................... $28.41 $21.83 $0.16
Third quarter.......................... 31.37 19.12 0.13
Second quarter......................... 25.10 19.54 0.13
First quarter.......................... 19.33 14.97 0.11
Fiscal Year Ended December 31, 2000:
Fourth quarter......................... $16.67 $11.72 $0.11
Third quarter.......................... 12.83 8.31 0.11
Second quarter......................... 9.19 7.97 0.11
First quarter.......................... 11.94 7.89 0.11
--------
(1)Payable on May 15, 2002.
On April 25, 2002 the last reported sale price of our common stock as
reported on the Nasdaq National Market was $29.43 per share. As of April 25,
2002, there were approximately 9,100 holders of record of our common stock.
We generally pay quarterly dividends on our common stock. Effective April
2002, our board of directors increased the quarterly dividend rate on our
common stock to $0.20 per share from a quarterly dividend rate of $0.16 per
share in the fourth quarter of fiscal 2001. As a bank holding company,
substantially all of our net earnings are generated by the Bank, which makes
these funds available to us in the form of dividends. The Bank's ability to pay
dividends is limited by certain regulatory requirements with respect to the
size of the Bank's statutory surplus levels. The declaration and amount of
dividends is subject to the discretion of our board of directors and will
depend upon various factors, including, in addition to the foregoing, our net
earnings, financial condition, cash requirements, future prospects and other
factors deemed relevant by our board of directors.
S-11
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements of New
York Community Bancorp, Inc. and the related notes in our most recent Annual
Report on Form 10-K and in other reports filed with the Securities and Exchange
Commission and incorporated by reference in this prospectus supplement and the
accompanying prospectus. Historical results are not necessarily indicative of
results to be expected for any future period.
At or For the
Three Months
Ended March 31, At or For the Years Ended December 31,
--------------- ----------------------------------------------------------------
2002 2001(1) 2000(2) 1999 1998 1997
--------------- ------------ ----------- ----------- ----------- -----------
(Unaudited) (dollars in thousands, except share data)
Earnings Summary
Net interest income..................... $ 83,062 $ 205,816 $ 73,081 $ 68,903 $ 68,522 $ 62,398
Reversal of provision for loan losses... -- -- -- (2,400) -- --
Other operating income.................. 19,795 90,615 21,645 2,523 2,554 2,305
Non-interest expense (3)................ 35,162 121,185 49,824 21,390 25,953 27,084
Income tax expense...................... 21,374 70,779 20,425 20,772 18,179 14,355
Net income (4).......................... 46,321 104,467 24,477 31,664 26,944 23,264
Earnings per share (4)(5)............... 0.47 1.36 0.58 0.76 0.63 0.51
Diluted earnings per share (4)(5)....... 0.47 1.34 0.56 0.74 0.60 0.48
Selected Ratios
Return on average assets................ 2.00% 1.63% 1.06% 1.69% 1.62% 1.61%
Return on average stockholders' equity.. 18.88 18.16 13.24 22.99 17.32 12.95
Operating expense to average assets..... 1.46 1.76 2.16 1.14 1.57 1.88
Efficiency ratio........................ 32.73 38.04 52.08 29.95 36.51 41.86
Interest rate spread.................... 4.00 3.38 3.00 3.41 3.76 3.84
Net interest margin..................... 4.16 3.59 3.33 3.79 4.24 4.45
Dividend payout ratio................... 34.04 39.55 78.57 60.00 50.00 38.00
Cash Earnings Data (6)
Earnings (4)............................ $ 64,507 $ 148,972 $ 58,495 $ 44,349 $ 43,758 $ 35,399
Earnings per share (4)(5)............... 0.65 1.94 1.38 1.06 1.02 0.77
Diluted earnings per share (4)(5)....... 0.65 1.91 1.33 1.04 0.96 0.72
Return on average assets................ 2.79% 2.33% 2.52% 2.37% 2.64% 2.46%
Return on average stockholders' equity.. 26.29 25.90 31.38 32.21 28.13 19.71
Operating expense to average assets..... 1.39 1.76 2.16 1.01 1.16 1.37
Efficiency ratio........................ 31.34 27.51 24.47 26.37 27.05 30.47
Balance Sheet Summary
Total assets............................ $ 9,270,374 $ 9,202,635 $ 4,710,785 $ 1,906,835 $ 1,746,882 $ 1,603,269
Loans, net.............................. 5,491,201 5,361,187 3,616,386 1,601,079 1,486,519 1,395,003
Allowance for loan losses............... 40,500 40,500 18,064 7,031 9,431 9,431
Securities held to maturity............. 209,188 203,195 222,534 184,637 152,280 94,936
Securities available for sale........... 2,349,191 2,374,782 303,734 12,806 4,656 2,617
Mortgage-backed securities held to
maturity.............................. 47,010 50,865 1,923 2,094 19,680 49,781
Deposits................................ 5,372,272 5,450,602 3,257,194 1,076,018 1,102,285 1,069,161
Borrowings.............................. 2,699,280 2,506,828 1,037,505 636,378 439,055 309,664
Stockholders' equity.................... 996,162 983,134 307,410 137,141 149,406 170,515
Common shares outstanding (5)........... 102,182,204 101,845,276 66,555,279 47,272,785 47,814,518 50,330,670
Book value per share (5)(7)............. 10.07 10.05 4.94 3.34 3.61 3.92
Stockholders' equity to total assets.... 10.75% 10.68% 6.53% 7.19% 8.55% 10.64%
Assets Quality Ratios
Non-performing loans to loans, net...... 0.27% 0.33% 0.25% 0.19% 0.42% 0.55%
Non-performing assets to total assets... 0.16 0.19 0.19 0.17 0.38 0.54
Allowance for loan losses to non-
performing loans...................... 277.38 231.46 198.68 226.22 152.28 122.61
Allowance for loan losses to loans, net. 0.74 0.76 0.50 0.44 0.63 0.68
S-12
--------
(1)We merged with Richmond County Financial Corp. on July 31, 2001 and treated
the merger as a purchase transaction. Accordingly, our 2001 earnings reflect
five months of combined operations.
(2)We acquired Haven Bancorp, Inc. on November 30, 2000 and treated the
acquisition as a purchase transaction. Accordingly, our 2000 earnings
reflect one month of combined operations.
(3)The March 31, 2002 amount includes $1.5 million in core deposit intangible
amortization from the Richmond County merger. The 2001 amount includes $5.9
million in goodwill amortization stemming from the Haven acquisition and
$2.5 million in core deposit intangible ("CDI") amortization stemming from
the Richmond County merger. The 2000 amount includes $494,000 in goodwill
amortization stemming from the Haven acquisition.
(4)The 2001 amount reflects a gain of $39.6 million recorded in other operating
income and charges of $23.5 million and $3.0 million, respectively, recorded
in non-interest expense and income tax expense, resulting in an after-tax
net charge of $836,000, or $0.01 per share. The 2000 amount reflects a gain
of $13.5 million recorded in other operating income and a charge of $24.8
million recorded in other operating expense, resulting in a net charge of
$11.4 million, or $0.26 per share. The 1999 amount includes a curtailment
gain of $1.6 million and a charge of $735,000, both of which were recorded
in operating expense and resulted in an after-tax net gain of $1.5 million,
or $0.04 per share. The 1997 amount includes the reversal of a $1.3 million
tax charge that had been incurred in the prior year.
(5)Reflects shares issued as a result of 3-for-2 stock splits on April 10 and
October 1, 1997; September 29, 1998; and March 29 and September 20, 2001.
(6)Cash earnings is calculated by adding back to net income certain operating
and income tax expenses stemming from the amortization and appreciation of
shares held in our stock-related benefit plans, as well as the amortization
of the CDI and goodwill stemming from its merger-of-equals with Richmond
County on July 31, 2001 and the acquisition of Haven on November 30, 2000,
respectively. Although cash earnings is not a measure of performance
calculated in accordance with generally accepted accounting principles, we
believe that it is useful to an investor in evaluating our operating
performance and comparing us to other companies in our business who report
similar measures. However, you should not consider cash earnings in
isolation or as a substitute for operating income, cash flows from operating
activities and other income or cash flow statement data prepared in
accordance with generally accepted accounting principles. Moreover, the way
in which we calculate cash earnings may differ from that of companies
reporting similarly-named measures.
(7)Excludes unallocated ESOP shares.
S-13
UNDERWRITING
Under the underwriting agreement, each of the underwriters named below, for
whom Lehman Brothers Inc. and Salomon Smith Barney Inc., as joint lead managers
and joint book-running managers, Sandler O'Neill & Partners, L.P., as joint
lead manager, and Advest, Inc., Janney Montgomery Scott LLC and Keefe, Bruyette
& Woods, Inc., as co-managers, are acting as representatives, has severally
agreed to purchase from us the respective number of shares of common stock
shown opposite its name below:
Number of
Underwriters Shares
------------ ---------
Lehman Brothers Inc..........................................
Salomon Smith Barney Inc.....................................
Sandler O'Neill & Partners, L.P..............................
Advest, Inc..................................................
Janney Montgomery Scott LLC..................................
Keefe, Bruyette & Woods, Inc.................................
---------
Total................................................... 5,100,000
=========
The underwriting agreement provides that the underwriters' obligation to
purchase shares of common stock depends on the satisfaction of the conditions
contained in the underwriting agreement, namely the representations and
warranties made by us to the underwriters are true; no material change in the
financial markets; and our delivery of customary closing documents to the
underwriters. If an underwriter defaults, purchase commitments may be increased
or the underwriting agreement may be terminated. The underwriters are obligated
to purchase all of the shares we are offering if they purchase any of the
shares.
We have granted the underwriters a 30-day option exercisable in whole or in
part from time to time after the date of this prospectus, to purchase up to an
aggregate of an additional 765,000 shares at the public offering price less
underwriting discounts and commissions. This option may be exercised to cover
over-allotments, if any. To the extent that the option is exercised, each
underwriter will be obligated, subject to certain conditions, to purchase a
number of additional shares proportionate to the underwriter's initial
commitment as indicated in the preceding table, and we will be obligated,
pursuant to the option, to sell these shares to the underwriters.
The representatives have advised us that the underwriters initially propose
to offer the shares of common stock directly to the public at the public
offering price on the cover page of this prospectus supplement, and to selected
dealers, who may include the underwriters, at such public offering price less a
selling concession not in excess of $ per share. The underwriters may
allow, and the selected dealers may re-allow, a discount from the concession
not in excess of $ per share to other dealers. After the offering, the
representatives may change the offering price and other offering terms.
The following table summarizes the underwriting discounts and commissions we
will pay to the underwriters. These amounts are shown assuming both no exercise
and full exercise of the underwriters' over-allotment option to purchase up to
765,000 additional shares.
The underwriting fee is the difference between the initial price to the
public and the amount the underwriters pay us for the shares.
No Exercise Full Exercise
----------- -------------
Per share...................................... $ $
Total.......................................... $ $
We estimate that the total expenses of the offering payable by us, excluding
underwriting discounts and commissions, will be approximately $600,000.
Our common stock is listed on The Nasdaq National Market under the symbol
"NYCB."
S-14
The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids or purchases, and passive market
making for the purpose of pegging, fixing or maintaining the price of the
common stock, in accordance with Regulation M under the Securities Exchange Act
of 1934:
. Over-allotment involves sales by the underwriter of shares in excess of
the number of shares the underwriter is obligated to purchase, which
creates a syndicate short position. In a covered short position, the
number of shares over-allotted by the underwriter is not greater than
the number of shares that they may purchase in the over-allotment
option. In a naked short position, the number of shares involved is
greater than the number of shares that they may purchase in the
over-allotment option. The underwriter may close out any short position
by either exercising its over-allotment option and/or purchasing shares
in the open market.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
. Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to
close out the short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase shares
through the over-allotment option. If the underwriters sell more shares
than could be covered by the over-allotment option, which is called a
naked short position, the position can only be closed out by buying
shares in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there could be downward
pressure on the price of the shares in the open market after pricing
that could adversely affect investors who purchase shares in the
offering.
. Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member is purchased in a stabilizing or syndicate covering
transaction to cover syndicate short positions.
. Passive market making involves representatives or selling group members
making bids for or purchasing our common stock until a stabilizing bid
is made, if ever. Passive market making may occur during the period
before the commencement of offers or sales of our common stock and
extending through the completion of distribution. A passive market maker
must display its bids at a price not in excess of the highest
independent bid for the security. However, if all independent bids are
lowered below the passive market maker's bid, that bid must be lowered
when specified purchase limits are exceeded.
These stabilizing transactions, syndicate covering transactions, penalty
bids and passive market making activities may have the effect of raising or
maintaining the market price of the common stock or preventing or retarding a
decline in the market price of the common stock. As a result, the price of the
common stock may be higher than the price that might otherwise exist in the
absence of these transactions. These transactions may be effected on The Nasdaq
National Market or otherwise and, if commenced, may be discontinued at any time.
Neither we nor any of the underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common stock. In addition, neither we nor
the underwriters make any representation that the representatives will engage
in these stabilizing transactions or that any transaction, once commenced, will
not be discontinued without notice.
We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
S-15
filing, without the prior written consent of Lehman Brothers Inc. and Salomon
Smith Barney Inc. for a period of 90 days after the date of this prospectus
supplement, except issuances pursuant to the exercise of options outstanding on
the date hereof, grants of employee stock options pursuant to the terms of a
plan in effect on the date hereof, issuances pursuant to the exercise of such
options, the filing of registration statements on Form S-8 and amendments
thereto in connection with those stock options or our employee stock purchase
plans in existence on the date hereof and the issuance of shares or options in
acquisitions in which the acquiror of such shares agrees to the foregoing
restrictions.
The members of our board of directors and executive officers have agreed
under lock-up agreements that without the prior written consent of Lehman
Brothers Inc. and Salomon Smith Barney Inc., they will not offer, sell or
otherwise dispose of any shares of capital stock or any securities which may be
converted into or exchanged for any shares of capital stock for a period ending
90 days after the date of this prospectus supplement.
We have agreed to indemnify the underwriters against liabilities relating to
the offering, including liabilities under the Securities Act and liabilities
arising from breaches of the representations and warranties contained in the
underwriting agreement, and to contribute to payments that the underwriters may
be required to make for these liabilities.
This prospectus supplement and the accompanying prospectus are not, and
under no circumstances are they to be construed as, an advertisement or a
public offering of shares in Canada or any Canadian province or territory. Any
offer or sale of shares in Canada will be made only under an exemption from the
requirements to file a prospectus supplement or prospectus and an exemption
from the dealer registration requirement in the relevant province or territory
of Canada in which such offer or sale is made.
Purchasers of the shares of our common stock offered by this prospectus
supplement may be required to pay stamp taxes and other charges under the laws
and practices of the country of purchase, in addition to the offering price
listed on the cover of the prospectus supplement. Accordingly, we urge you to
consult a tax advisor with respect to whether you may be required to pay those
taxes or charges, as well as any other tax consequences that may arise under
the laws of the country of purchase.
The prospectus supplement and the accompanying prospectus may be made
available in electronic format on Internet sites or through other online
services maintained by the underwriters and/or one or more of the selling group
members participating in this offering, or by their affiliates. In those cases,
prospective investors may view offering terms online and, depending upon the
underwriter or the particular selling group member, prospective investors may
be allowed to place orders online. The underwriters may agree with us to
allocate a specific number of shares for sale to online brokerage account
holders. Any such allocation for online distributions will be made by the
underwriters on the same basis as other allocations.
Other than the prospectus supplement and the accompanying prospectus in
electronic format, the information on the underwriters' or any selling group
member's web site and any information contained in any other web site
maintained by the underwriter or any selling group member is not part of the
prospectus supplement, the accompanying prospectus or the registration
statement of which this prospectus supplement and the accompanying prospectus
form a part, has not been approved and/or endorsed by us or the underwriters or
any selling group member in its capacity as underwriter or selling group member
and should not be relied upon by investors.
Each of Lehman Brothers Inc., Salomon Smith Barney Inc., Sandler O'Neill &
Partners, L.P., and Keefe, Bruyette & Woods, Inc. and their respective
affiliates have performed and expect to continue to perform financial advisory
and investment banking services for us, for which they have received and will
receive customary compensation.
The Bank's employee stock ownership plan has indicated that it may offer to
purchase up to 10% of the number of shares issued in the offering, or up to
510,000 shares.
S-16
LEGAL MATTERS
The validity of the issuance of the common stock offered by this prospectus
supplement and the accompanying prospectus will be passed upon for us by
Muldoon Murphy & Faucette LLP, Washington, D.C. Certain legal matters in
connection with the offering will be passed upon for the underwriters by Weil,
Gotshal & Manges LLP, New York, New York, and by Luse Lehman Gorman Pomerenk &
Schick, P.C., Washington, D.C.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them. This means that we can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying
prospectus, and information that we file later with the Commission will
automatically update and supersede this information.
We incorporate by reference in this prospectus supplement the documents we
indicate under "Where You Can Find More Information" on page 4 of the
accompanying prospectus. We will provide to each person who so requests,
including any beneficial owner to whom this prospectus supplement and the
accompanying prospectus are delivered, a copy of these documents from us, at no
cost, by contacting us at the address or telephone number provided in "Where
You Can Find More Information" on page 4 of the accompanying prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus supplement or the accompanying prospectus. We have
not authorized anyone else to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume the information in this prospectus supplement
or the accompanying prospectus is accurate as of any date other than the date
on the front of those documents.
S-17
The information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission and has not yet been declared effective. The
securities may not be sold until the registration statement has been declared
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 29, 2002
PROSPECTUS
New York Community Bancorp, Inc.
Debt Securities
Common Stock
We may offer and sell from time to time, in one or more series, our
unsecured debt securities, which may consist of notes, debentures, or other
evidences of indebtedness, and shares of our common stock. This prospectus
provides you with a general description of the debt securities and the common
stock we may offer. Each time we offer debt securities and/or common stock, we
will provide you with a prospectus supplement, and, if necessary, a pricing
supplement, that will describe the specific amounts, prices and terms of the
securities being offered. These supplements may also add, update or change
information contained in this prospectus. To understand the terms of our debt
securities and our common stock, you should carefully read this prospectus with
the applicable supplements, which together provide the specific terms of the
debt securities and common stock that we are offering.
These securities are not deposits or obligations of a bank or savings
association and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
This prospectus may be used to offer and sell securities only if accompanied
by the prospectus supplement for those securities.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus or the accompanying prospectus supplement is accurate or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2002
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We may provide information to you about the securities we are offering in
three separate documents that progressively provide more detail:
. this prospectus, which provides general information, some of which may
not apply to your securities;
. the accompanying prospectus supplement, which describes the terms of the
securities, some of which may not apply to your securities; and
. if necessary, a pricing supplement, which describes the specific terms
of your securities.
If the terms of your securities vary among the pricing supplement, the
prospectus supplement and the accompanying prospectus, you should rely on the
information in the following order of priority:
. the pricing supplement, if any;
. the prospectus supplement; and
. the prospectus.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
-----------------
Unless indicated in the applicable prospectus supplement, we have not taken
any action that would permit us to publicly sell these securities in any
jurisdiction outside the United States. If you are an investor outside the
United States, you should inform yourself about and comply with any
restrictions as to the offering of the securities and the distribution of this
prospectus.
2
TABLE OF CONTENTS
Page
----
ABOUT THIS PROSPECTUS........................... 4
WHERE YOU CAN FIND MORE INFORMATION............. 4
FORWARD-LOOKING STATEMENTS...................... 6
NEW YORK COMMUNITY BANCORP, INC................. 6
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES 7
USE OF PROCEEDS................................. 7
REGULATION AND SUPERVISION...................... 7
DESCRIPTION OF DEBT SECURITIES.................. 8
SENIOR DEBT SECURITIES.......................... 15
SUBORDINATED DEBT SECURITIES.................... 16
DESCRIPTION OF COMMON STOCK..................... 18
PLAN OF DISTRIBUTION............................ 20
LEGAL OPINIONS.................................. 21
EXPERTS......................................... 21
3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf registration process, we may from time to time sell
the debt securities and/or common stock described in this prospectus in one or
more offerings, up to a total dollar amount of $400,000,000. We may also sell
other securities under the registration statement that will reduce the total
dollar amount of securities that we may sell under this prospectus. This
prospectus provides you with a general description of the debt securities and
common stock we may offer. Each time we sell debt securities and/or common
stock, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "NYCB," "we," "us," "our" or similar
references mean New York Community Bancorp, Inc. and references to the "Bank"
mean New York Community Bank.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act
of 1933, as amended, the "Securities Act," that registers, among other
securities, the offer and sale of the securities that we may offer under this
prospectus. The registration statement, including the attached exhibits and
schedules included or incorporated by reference in the registration statement,
contains additional relevant information about us. The rules and regulations of
the SEC allow us to omit certain information included in the registration
statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934, as amended, the "Exchange
Act". You may read and copy this information at the following locations of the
SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
The Woolworth Building
233 Broadway
New York, New York 10279
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers like us who file
electronically with the SEC. The address of that site is:
http://www.sec.gov
4
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document that we file separately with the SEC. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that
is included directly in this document or in a more recent incorporated document.
This prospectus incorporates by reference the documents listed below that we
have previously filed with the SEC.
Period or Date (as
SEC Filings applicable)
----------- -----------
Annual Report on Form 10-K................... Year ended December 31,
2001, as filed on April
1, 2002
Current Reports on Form 8-K.................. April 19, 2002
April 23, 2002
Proxy Statement for the Annual Meeting of
Shareholders............................... April 16, 2002
The description of NYCB common stock set
forth in the registration statement on Form
8-A (No. 0- 22278) and any amendment or
report filed with the SEC for the purpose
of updating this description............... August 19, 1993
In addition, we also incorporate by reference all future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of our initial registration statement relating to the securities until
the completion of the distribution of the debt securities and common stock
covered by this prospectus. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K (other than Current Reports furnished under Item 9 of Form 8-K), as
well as proxy statements.
The information incorporated by reference contains information about us and
our financial condition and is an important part of this prospectus.
-----------------
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at www.sec.gov. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents, unless the exhibit
is specifically incorporated by reference as an exhibit in this prospectus. You
can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following address:
Investor Relations Department
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4420
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the
date of this document unless the information specifically indicates that
another date applies.
5
FORWARD-LOOKING STATEMENTS
This prospectus and the other documents we incorporate by reference herein
and therein, include forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934.
Forward-looking statements, which are based on certain assumptions, and
describe our future plans, strategies, and expectations, are generally
identified by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," "plan," or other similar expressions. Although we
believe our plans, intentions and expectations reflected in these
forward-looking statements are reasonable, we can give no assurance that these
plans, intentions or expectations will be achieved or realized. Our ability to
predict results or the actual effects of our plans and strategies are
inherently uncertain. Actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the forward-looking
statements contained in this prospectus. Factors that could have a material
adverse effect on our operations and on our subsidiaries' operations include,
but are not limited to, changes in market interest rates, general economic
conditions, legislation, and regulation; changes in the monetary and fiscal
policies of the U.S. government, including policies of the U.S. Treasury and
the Federal Reserve Board; changes in the quality or composition of the loan or
investment portfolios; changes in deposit flows, competition, and demand for
financial services and loan products in our local markets; changes in local
real estate values; changes in accounting principles and guidelines; war or
terrorist activities; and other economic, competitive, governmental,
regulatory, geopolitical and technological factors affecting our operations,
pricing and services.
You should not place undue reliance on these forward-looking statements,
which reflect our expectations only as of the date of this prospectus. We do
not assume any obligation to revise forward-looking statements except as may be
required by law.
NEW YORK COMMUNITY BANCORP, INC.
New York Community Bancorp, Inc., formerly known as Queens County Bancorp,
Inc., was incorporated in the State of Delaware on July 20, 1993 as the holding
company for New York Community Bank, formerly known as Queens County Savings
Bank, the first savings bank chartered by the State of New York in the Borough
of Queens, on April 14, 1859. NYCB acquired all of the stock of the Bank upon
its conversion from a New York State-chartered mutual savings bank to a New
York State-chartered stock form savings bank on November 23, 1993.
On November 21, 2000, we changed our name from Queens County Bancorp, Inc.
to New York Community Bancorp, Inc., in anticipation of our acquisition of
Haven Bancorp, Inc. ("Haven"), parent company of CFS Bank. On November 30,
2000, Haven was merged with and into the Company, and on January 31, 2001, CFS
Bank merged with and into New York Community Bank.
On July 31, 2001, we completed a merger-of-equals with Richmond County
Financial Corp. ("Richmond County"), parent company of Richmond County Savings
Bank. At the same time, Richmond County Savings Bank merged with and into the
Bank.
In addition to operating the largest supermarket banking franchise in the
metro New York region, the Bank is the second largest producer of multi-family
mortgage loans in the City of New York.
The Bank is subject to comprehensive regulation, examination and supervision
by the New York State Banking Department, the "NYSBD," and the Federal Deposit
Insurance Corporation, the "FDIC". NYCB is subject to regulation, examination
and supervision by the Federal Reserve Board, the "FRB," as a bank holding
company.
NYCB's principal executive offices are located at 615 Merrick Avenue,
Westbury, New York 11590 and its telephone number is (516) 683-4100.
6
Additional information about us and our subsidiaries is included in
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" on page 4 of this prospectus.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges were as follows for the
periods presented:
Three Months
Ended March 31, Year Ended December 31,
--------------- ------------------------
2002 2001 2000 1999 1998 1997
--------------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits..... 3.28 3.25 1.90 2.72 3.10 4.43
Including Interest on Deposits..... 2.15 1.80 1.44 1.70 1.68 1.68
--------
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and extraordinary items plus
fixed charges, excluding capitalized interest. "Fixed charges" consist of
interest on short-term and long-term debt, including interest related to
capitalized leases and capitalized interest, and one-third of rent expense,
which approximates the interest component of that expense. In addition, where
indicated, fixed charges include interest on deposits.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement or pricing supplement relating to a specific issue of securities.
Our general corporate purposes may include repurchasing our outstanding common
stock, financing possible acquisitions of branches or other financial
institutions or financial service companies, extending credit to, or funding
investments in, our subsidiaries and repaying, reducing or refinancing
indebtedness.
The precise amounts and the timing of our use of the net proceeds will
depend upon market conditions, our subsidiaries' funding requirements, the
availability of other funds and other factors. Until we use the net proceeds
from the sale of any of our securities for general corporate purposes, we will
use the net proceeds to reduce our indebtedness or for temporary investments.
We expect that we will, on a recurrent basis, engage in additional financings
as the need arises to finance our corporate strategies, to fund our
subsidiaries, to finance acquisitions or otherwise.
REGULATION AND SUPERVISION
Our principal subsidiary, New York Community Bank, is a New York
State-chartered savings bank and is subject to regulation and supervision by
the NYSBD, its chartering agency, and by the FDIC. As the holding company for
New York Community Bank, NYCB is a bank holding company subject to regulation
and supervision by the FRB.
Because we are a holding company, our rights and the rights of our
creditors, including the holders of the debt securities and common stock we are
offering under this prospectus, to participate in the assets of any of our
subsidiaries upon the subsidiary's liquidation or reorganization will be
subject to the prior claims of the subsidiary's creditors, except to the extent
that we may ourselves be a creditor with recognized claims against the
subsidiary.
7
In addition, dividends, loans and advances from the Bank are restricted by
federal and state statutes and regulations. Under applicable banking statutes,
at March 31, 2002, the Bank could have declared additional dividends of
approximately $195.1 million without further regulatory approval. The FDIC, the
FRB and the NYSBD also have the authority to limit further the Bank's payment
of dividends based on other factors, such as the maintenance of adequate
capital for such subsidiary bank.
In addition, there are various statutory and regulatory limitations on the
extent to which the Bank can finance or otherwise transfer funds to us or to
our nonbanking subsidiaries, whether in the form of loans, extensions of
credit, investments or asset purchases. These general extensions of credit by
the Bank to us or a nonbanking subsidiary are limited in amount to 10% of its
capital and surplus and, with respect to us and all such nonbanking
subsidiaries, to an aggregate of 20% of its capital and surplus. Furthermore,
loans and extensions of credit are required to be secured in specified amounts
and are required to be on terms and conditions consistent with safe and sound
banking practices.
For a discussion of the material elements of the regulatory framework
applicable to bank holding companies and their subsidiaries, and specific
information relevant to us, you should refer to our Annual Report on Form 10-K
for the year ended December 31, 2001, and any other subsequent reports filed by
us with the SEC, which are incorporated by reference in this prospectus. This
regulatory framework is intended primarily for the protection of depositors and
the deposit insurance funds that insure deposits of banks, rather than for the
protection of security holders. A change in the statutes, regulations or
regulatory policies applicable to us or our subsidiaries may have a material
effect on our business.
Changes to the laws and regulations can affect the operating environment of
bank holding companies and their subsidiaries in substantial and unpredictable
ways. We cannot accurately predict whether those changes in laws and
regulations will occur, and, if those changes occur, the ultimate effect they
would have upon our or our subsidiaries' financial condition or results of
operations.
DESCRIPTION OF DEBT SECURITIES
We may issue senior debt securities or subordinated debt securities. Senior
debt securities will be issued under an indenture, the "senior indenture,"
between us and Wilmington Trust Company, as senior trustee. Subordinated debt
securities will be issued under a separate indenture, the "subordinated
indenture," between us and Wilmington Trust Company, as subordinated trustee. A
copy of the form of each of these indentures are exhibits to the registration
statement of which this prospectus is a part.
The senior debt securities will be unsecured and will rank equally with all
of our other unsecured and senior indebtedness. The subordinated debt
securities will be unsecured and will be subordinated to all of our existing
and future senior indebtedness and other financial obligations, as described
under "Subordinated Debt Securities--Subordination" beginning on page 16.
The following describes the general terms and provisions of the debt
securities to be offered by any prospectus supplement. The particular terms of
the debt securities offered by any prospectus supplement and the extent, if
any, to which these general provisions may apply to the debt securities so
offered, will be described in the prospectus supplement relating to those
securities. The following descriptions of the indentures are not complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the respective indentures.
General
The indentures permit us to issue the debt securities from time to time,
without limitation as to aggregate principal amount and in one or more series.
Also, we may from time to time to incur additional indebtedness which may be
senior to the debt securities. Neither the indentures nor the debt securities
will limit or otherwise
8
restrict the amount of other indebtedness which we may incur or other
securities which we or our subsidiaries may issue, including indebtedness which
may rank senior to the debt securities. In this regard, nothing in the
subordinated indenture or in the terms of the subordinated debt securities will
prohibit the issuance of securities representing subordinated indebtedness that
is senior or junior to the subordinated debt securities.
We may issue debt securities if the conditions contained in the indentures
are satisfied. These conditions include the adoption of resolutions by our
board of directors and a certificate of an authorized officer that establishes
the terms of the debt securities being issued. Any resolution or officer's
certificate approving the issuance of any issue of debt securities will include
the terms of that issue of debt securities, including:
. the title and series designation;
. the aggregate principal amount and the limit, if any, on the aggregate
principal amount or initial issue price of the debt securities which may
be issued under the applicable indenture;
. the principal amount payable, whether at maturity or upon earlier
acceleration;
. whether the principal amount payable will be determined with reference
to an index, formula or other method which may be calculated, by using,
among other measurements, the value of currencies, securities or baskets
of securities, commodities, or indices to which any such amount payable
is linked;
. whether the debt securities will be issued as original issue discount
securities (as defined below);
. the date or dates on which the principal of the debt securities is
payable;
. any fixed or variable interest rate or rates per annum or the method or
formula for determining an interest rate;
. the date from which any interest will accrue;
. any interest payment dates;
. whether the debt securities are senior or subordinated, and if
subordinated, the terms of the subordination if different from that
summarized in this prospectus;
. the price or prices at which the debt securities will be issued, which
may be expressed as a percentage of the aggregate principal amount of
those debt securities;
. the stated maturity date;
. whether the debt securities are to be issued in global form;
. any sinking fund requirements;
. any provisions for redemption, the redemption price and any remarketing
arrangements;
. the minimum denominations;
. whether the debt securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;
. any restrictions on the offer, sale and delivery of the debt securities;
. information with respect to book-entry procedures;
. the place or places where payments or deliveries on the debt securities
will be made and may be presented for registration of transfer or
exchange;
. whether any of the debt securities will be subject to defeasance in
advance of the date for redemption or the stated maturity date;
. whether and how we may satisfy our obligations with regard to payment
upon maturity, any redemption, required repurchase, any exchange
provisions or interest payment through the delivery to holders of other
securities, which may or may not be issued by us, or a combination of
cash, securities and/or property, "maturity consideration";
9
. the terms, if any, upon which the debt securities are convertible into
other securities of ours or another issuer and the terms and conditions
upon which any conversion will be effected, including the initial
conversion price or rate, the conversion period and any other provisions
in addition to or instead of those described in this prospectus; and
. any other terms of the debt securities which are not inconsistent with
the provisions of the applicable indenture.
The debt securities may be issued as "original issue discount securities"
which bear no interest or interest at a rate which at the time of issuance is
below market rates and which will be sold at a substantial discount below their
principal amount. If the maturity of any original issue discount security is
accelerated, the amount payable to the holder of the security will be
determined by the applicable prospectus supplement, the terms of the security
and the relevant indenture, but will be an amount less than the amount payable
at the maturity of the principal of that original issue discount security.
Special federal income tax and other considerations relating to original issue
discount securities will be described in the applicable prospectus supplement.
Please see the accompanying prospectus supplement or pricing supplement you
have received or will receive for the terms of the specific debt securities we
are offering.
You should be aware that special U.S. Federal income tax, accounting and
other considerations may apply to the debt securities. The prospectus
supplement relating to an issue of debt securities will describe these
considerations.
Registration and Transfer
Unless otherwise indicated in the applicable prospectus supplement, we will
issue each series of debt securities in registered form only, without coupons.
Holders may present debt securities in registered form for transfer or
exchange for other debt securities of the same series at the offices of the
trustee according to the terms of the applicable indenture.
Unless otherwise indicated in the applicable prospectus supplement, the debt
securities issued in fully registered form will be issued without coupons and
in denominations of (1) $1,000 or integral multiples of $1,000 for any senior
debt security and (2) $100,000 or any integral multiple of $1,000 in excess of
$100,000 for any subordinated debt security.
No service charge will be required for any transfer or exchange of the debt
securities but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any transfer or exchange.
Payment and Place of Payment
We will pay or deliver principal, maturity consideration and any premium and
interest in the manner, at the places and subject to the restrictions set forth
in the applicable indenture, the debt securities and the applicable prospectus
supplement. However, at our option, we may pay any interest by check mailed to
the holders of registered debt securities at their registered addresses.
Global Securities
Each indenture provides that we may issue debt securities in global form. If
any series of debt securities is issued in global form, the prospectus
supplement will describe any circumstances under which beneficial owners of
interests in any of those global debt securities may exchange their interests
for debt securities of that series and of like tenor and principal amount in
any authorized form and denomination.
10
Events of Default
Unless otherwise indicated in the applicable prospectus supplement, the
following are events of default under the senior indenture with respect to the
senior debt securities:
. default in the payment of any principal or premium on senior debt
securities when due;
. default in the payment of any interest on senior debt securities when
due, which continues for 30 days;
. default in the delivery or payment of the maturity consideration on
senior debt securities when due;
. default in the deposit of any sinking fund payment on senior debt
securities when due;
. default in the performance of any other obligation contained in the
applicable indenture for the benefit of that series or in the senior
debt securities of that series, which continues for 60 days after
written notice;
. default in the payment of any of our other indebtedness or the
indebtedness of any principal constituent bank (as defined below)
(whether currently existing or created in the future) having an original
or principal amount of $5,000,000 or more which results in acceleration
of that indebtedness and we have not made that payment or the obligation
to make that payment has not been waived or extended within 30 days of
default or any acceleration has not been rescinded or annulled within 30
days of the related declaration;
. specified events in bankruptcy, insolvency or reorganization of us or
any principal constituent bank; and
. any other event of default provided with respect to senior debt
securities of any series.
If an event of default (other than an event of default arising from
specified events in bankruptcy of us or any principal constituent bank) occurs
and is continuing for any series of senior debt securities, the senior trustee
or the holders of not less than 25% in aggregate principal amount or issue
price of the outstanding securities of that series may declare all amounts, or
any lesser amount provided for in the senior debt securities of that series, to
be due and payable or deliverable immediately.
The following are the only events of default under the subordinated
indenture with respect to the subordinated debt securities:
. specified events in bankruptcy, insolvency or reorganization; and
. any other event of default provided with respect to subordinated debt
securities of any series.
If an event of default occurs and is continuing for any series of
subordinated debt securities, the subordinated trustee or the holders of not
less than 25% in aggregate principal amount or issue price of the outstanding
securities of that series may declare all amounts, or any lesser amount
provided for in the subordinated debt securities of that series, to be due and
payable or deliverable immediately; provided, however, the subordinated trustee
and the holders of subordinated debt securities will not be entitled to
accelerate the maturity of the subordinated debt securities in the case of a
default in the performance of any covenant with respect to the subordinated
debt securities, including the payment of interest and principal or the
delivery of the maturity consideration.
If a default occurs and is continuing under the subordinated indenture, the
subordinated trustee may, in its discretion and subject to certain conditions,
seek to enforce its rights and the rights of the holders of the subordinated
debt securities by appropriate judicial proceedings. The following are defaults
under the subordinated indenture with respect to subordinated debt securities
of any series:
. any event of default with respect to subordinated debt securities of
that series;
. default in the payment of any principal or premium on subordinated debt
securities of that series when due;
11
. default in the payment of any interest or subordinated debt securities
of that series when due, which continues for 30 days;
. default in the delivery or payment of the maturity consideration on
subordinated debt securities of that series when due;
. default in the performance of any other obligation contained in the
applicable indenture for the benefit of that series or in the
subordinated debt securities of that series, which continues for 60 days
after written notice; and
. any other default provided with respect to subordinated debt securities
of that series.
At any time after the trustee or the holders have accelerated a series of
debt securities, but before the trustee has obtained a judgment or decree for
payment of money due or delivery of the maturity consideration, the holders of
a majority in aggregate principal amount or issue price of outstanding debt
securities of that series may rescind and annul that acceleration and its
consequences, provided that all payments and/or deliveries due, other than
those due as a result of acceleration, have been made and all events of default
have been remedied or waived.
The holders of a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive any default with
respect to that series, except a default:
. in the payment of any amounts due and payable or deliverable under the
debt securities of that series; or
. in an obligation contained in, or a provision of, an indenture which
cannot be modified under the terms of that indenture without the consent
of each holder of each series of debt securities affected.
The holders of a majority in principal amount or issue price of the
outstanding debt securities of a series may direct the time, method and place
of conducting any proceeding for any remedy available to the applicable trustee
or exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that any direction is not in conflict with
any rule of law or the indenture. Subject to the provisions of the indenture
relating to the duties of the trustee, before proceeding to exercise any right
or power under the indenture at the direction of the holders, the trustee is
entitled to receive from those holders reasonable security or indemnity against
the costs, expenses and liabilities which it might incur in complying with any
direction.
A holder of any debt security of any series will have the right to institute
a proceeding with respect to the indenture or for any remedy under the
indenture, if:
. that holder previously gives to the trustee written notice of a
continuing event of default with respect to debt securities of that
series;
. the holders of not less than 25% for any senior debt security, or a
majority for any subordinated debt security, in aggregate principal
amount or issue price of the outstanding debt securities of that series
also will have made written request and offered the trustee indemnity
satisfactory to the trustee to institute that proceeding as trustee;
. the trustee will not have received from the holders of a majority in
principal amount or issue price of the outstanding debt securities of
that series a direction inconsistent with the request; and
. the trustee will have failed to institute the proceeding within 60 days.
However, any holder of a debt security has the absolute right to institute
suit for any defaulted payment after the due dates for payment under that debt
security.
We are required to furnish to the trustees annually a statement as to the
performance of our obligations under the indentures and as to any default in
that performance.
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Modification and Waiver
Unless otherwise indicated in the applicable prospectus supplement, we and
the applicable trustee may amend and modify each indenture with the consent of
holders of at least 66 2/3% in principal amount or issue price of each series
of debt securities issued under that indenture affected. However, without the
consent of each holder of any debt security issued under the applicable
indenture, we may not amend or modify that indenture to:
. change the stated maturity date of the principal or maturity
consideration of, or any installment of principal or interest on, any
debt security issued under that indenture;
. reduce the principal amount or maturity consideration of, the rate of
interest on, or any premium payable upon the redemption of any debt
security issued under that indenture;
. reduce the amount of principal or maturity consideration of an original
issue discount security issued under that indenture payable upon
acceleration of its maturity;
. change the place or currency of payment of principal or maturity
consideration of, or any premium or interest on, any debt security
issued under that indenture;
. impair the right to institute suit for the enforcement of any payment or
delivery on or with respect to any debt security issued under that
indenture;
. reduce the percentage in principal amount or issue price of debt
securities of any series issued under that indenture, the consent of
whose holders is required to modify or amend the indenture or to waive
compliance with certain provisions of the indenture;
. make any change relating to the subordination of the debt securities in
a manner adverse to the holders of those debt securities or, in the case
of subordinated debt securities, in a manner adverse to holders of
senior indebtedness, unless the holders of senior indebtedness consent
to that change under the terms of that senior indebtedness; or
. reduce the percentage in principal amount or issue price of debt
securities of any series issued under that indenture, the consent of
whose holders is required to waive any past default.
The holders of at least a majority in principal amount or issue price of the
outstanding debt securities of any series issued under that indenture may, with
respect to that series, waive past defaults under the indenture, except as
described under "-- Events of Default" beginning on page 11.
Unless otherwise indicated in the applicable prospectus supplement, we and
the trustee may also amend and modify each indenture without the consent of any
holder for any of the following purposes:
. to evidence the succession of another person to us;
. to add to our covenants for the benefit of the holders of all or any
series of securities;
. to add events of default;
. to add or change any provisions of the indentures to facilitate the
issuance of bearer securities;
. to change or eliminate any of the provisions of the applicable
indenture, so long as any such change or elimination will become
effective only when there is no outstanding security of any series which
is entitled to the benefit of that provision;
. to establish the form or terms of debt securities of any series;
. to evidence and provide for the acceptance of appointment by a successor
trustee;
. to cure any ambiguity, to correct or supplement any provision in the
applicable indenture, or to make any other provisions with respect to
matters or questions arising under that indenture, so long as the
interests of holders of debt securities of any series are not adversely
affected in any material respect under that indenture;
13
. to convey, transfer, assign, mortgage or pledge any property to or with
the trustee securing the debt securities; or
. to provide for conversion rights of the holders of the debt securities
of any series to enable those holders to convert those securities into
other securities.
Consolidation, Merger and Sale of Assets
Unless otherwise indicated in the applicable prospectus supplement, we may
consolidate or merge with or into any other corporation, and we may sell, lease
or convey all or substantially all of our assets to any corporation, provided
that:
. the resulting corporation, if other than us, is a corporation organized
and existing under the laws of the United States of America or any U.S.
state and assumes all of our obligations to:
. pay or deliver the principal or maturity consideration of, and any
premium, or interest on, the debt securities; and
. perform and observe all of our other obligations under the
indentures; and
. we are not, or any successor corporation, as the case may be, is not,
immediately after any consolidation or merger, in default under the
indentures.
Neither of the indentures provides for any right of acceleration in the
event of a consolidation, merger, sale of all or substantially all of the
assets, recapitalization or change in our stock ownership. In addition, the
indentures do not contain any provision which would protect the holders of debt
securities against a sudden and dramatic decline in credit quality resulting
from takeovers, recapitalizations or similar restructurings.
Regarding the Trustee
The trustee provides trust services to us and our affiliates in connection
with certain trust preferred securities that we currently have outstanding.
The occurrence of any default under either the senior indenture, the
subordinated indenture or the indenture between us and the trustee relating to
our junior subordinated debentures, which may also be issued under this
registration statement, could create a conflicting interest for the trustee
under the Trust Indenture Act. If that default has not been cured or waived
within 90 days after the trustee has or acquired a conflicting interest, the
trustee would generally be required by the Trust Indenture Act to eliminate
that conflicting interest or resign as trustee with respect to the debt
securities issued under the senior indenture or the subordinated indenture, or
with respect to the junior subordinated debentures issued to certain Delaware
statutory business trusts of ours under a separate indenture. If the trustee
resigns, we are required to promptly appoint a successor trustee with respect
to the affected securities.
The Trust Indenture Act also imposes certain limitations on the right of the
trustee, as a creditor of us, to obtain payment of claims in certain cases, or
to realize on certain property received in respect to any cash claim or
otherwise. The trustee will be permitted to engage in other transactions with
us, provided that, if it acquires a conflicting interest within the meaning of
Section 310 of the Trust Indenture Act, it must generally either eliminate that
conflict or resign.
International Offering
If specified in the applicable prospectus supplement, we may issue debt
securities outside the United States. Those debt securities will be described
in the applicable prospectus supplement. In connection with any offering
outside the United States, we will designate paying agents, registrars or other
agents with respect to the debt securities, as specified in the applicable
prospectus supplement.
14
We will describe in the applicable prospectus supplement whether our debt
securities issued outside the United States: (1) may be subject to certain
selling restrictions; (2) may be listed on one or more foreign stock exchanges;
and (3) may have special United States tax and other considerations applicable
to an offering outside the United States.
SENIOR DEBT SECURITIES
The senior debt securities will be our direct, unsecured obligations and
will rank equally with all of our other outstanding senior indebtedness.
Restrictive Covenants
Disposition of Voting Stock of Certain Subsidiaries. Unless otherwise
indicated in the applicable prospectus supplement, we may not sell or otherwise
dispose of, or permit the issuance of, any voting stock or any security
convertible or exercisable into voting stock of a "principal constituent bank"
of ours or any subsidiary of ours which owns a controlling interest in a
principal constituent bank. A "principal constituent bank" is a bank subsidiary
that has total assets equal to 30% or more of our assets. Currently, our only
principal constituent bank is New York Community Bank. Any designation of a
banking subsidiary as a principal constituent bank with respect to senior debt
securities of any series will remain effective until the senior debt securities
of that series have been repaid. As of the date of this prospectus, no banking
subsidiaries other than the Bank have been designated as principal constituent
banks with respect to any series of debt securities.
This restriction does not apply to dispositions made by us or any subsidiary:
. acting in a fiduciary capacity for any person other than us or any
subsidiary;
. to us or any of our wholly-owned subsidiaries;
. if required by law for the qualification of directors;
. to comply with an order of a court or regulatory authority;
. in connection with a merger of, or consolidation of, a principal
constituent bank with or into a wholly-owned subsidiary or a
majority-owned banking subsidiary, as long as we hold, directly or
indirectly, in the entity surviving that merger or consolidation, not
less than the percentage of voting stock we held in the principal
constituent bank prior to that action;
. if that disposition or issuance is for fair market value as determined
by our board of directors, and, if after giving effect to that
disposition or issuance and any potential dilution, we and our
wholly-owned subsidiaries will own directly not less than 80% of the
voting stock of that principal constituent bank or any subsidiary which
owns a principal constituent bank;
. if a principal constituent bank sells additional shares of voting stock
to its stockholders at any price, if, after that sale, we hold directly
or indirectly not less than the percentage of voting stock of that
principal constituent bank we owned prior to that sale; or
. if we or a subsidiary pledges or creates a lien on the voting stock of a
principal constituent bank to secure a loan or other extension of credit
by a majority-owned banking subsidiary subject to Section 23A of the
Federal Reserve Act.
Limitation upon Liens on Certain Capital Stock. Unless otherwise indicated
in the applicable prospectus supplement, we may not at any time, directly or
indirectly, create, assume, incur or permit to exist any mortgage, pledge,
encumbrance or lien or charge of any kind upon:
. any shares of capital stock of any principal constituent bank, other
than directors' qualifying shares; or
. any shares of capital stock of a subsidiary which owns capital stock of
any principal constituent bank.
15
This restriction does not apply to:
. liens for taxes, assessments or other governmental charges or levies
which are not yet due or are payable without penalty or which we are
contesting in good faith by appropriate proceedings so long as we have
set aside on our books adequate reserves to cover the contested amount;
or
. the lien of any judgment, if that judgment is discharged, or stayed on
appeal or otherwise, within 60 days.
Defeasance
We may terminate or "defease" our obligations under the senior indenture
with respect to the senior debt securities of any series by taking the
following steps:
(1) depositing irrevocably with the senior trustee an amount which through
the payment of interest, principal or premium, if any, will provide an
amount sufficient to pay the entire amount of the senior debt securities:
. in the case of senior debt securities denominated in U.S. dollars,
U.S. dollars or U.S. government obligations;
. in the case of senior debt securities denominated in a foreign
currency, money in that foreign currency or foreign government
obligations of the foreign government or governments issuing that
foreign currency; or
. a combination of money and U.S. government obligations or foreign
government obligations;
(2) delivering:
. an opinion of independent counsel that the holders of the senior debt
securities of that series will have no federal income tax
consequences as a result of that deposit and termination;
. if the senior debt securities of that series are then listed on a
national or regional securities exchange in the United States, an
opinion of counsel that those senior debt securities will not be
delisted as a result of the exercise of this defeasance option;
. an opinion of counsel as to certain other matters;
. officers' certificates certifying as to compliance with the senior
indenture and other matters; and
. paying all amounts due under the senior indenture.
Further, the defeasance cannot cause an event of default under the senior
indenture or any other agreement or instrument and no default under the senior
indenture or any such other agreement or instrument can exist at the time the
defeasance occurs.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be our direct, unsecured obligations.
Unless otherwise specified in the applicable prospectus supplement, the
subordinated debt securities will rank equally with all of our outstanding
subordinated indebtedness that is not specifically stated to be junior to the
subordinated debt securities.
Subordination
The subordinated debt securities will be subordinated in right of payment to
all "senior indebtedness," as defined below. In certain circumstances relating
to our liquidation, dissolution, winding up, reorganization, insolvency or
similar proceedings, the holders of all senior indebtedness will first be
entitled to receive payment in full before the holders of the subordinated debt
securities will be entitled to receive any payment on the subordinated debt
securities.
16
If the maturity of any debt securities is accelerated, we will have to repay
all senior indebtedness before we can make any payment on the subordinated debt
securities.
In addition, we may make no payment on the subordinated debt securities in
the event:
. there is a default in any payment or delivery with respect to any senior
indebtedness; or
. there is an event of default with respect to any senior indebtedness
which permits the holders of that senior indebtedness to accelerate the
maturity of the senior indebtedness.
By reason of this subordination in favor of the holders of senior
indebtedness, in the event of an insolvency, our creditors who are not holders
of senior indebtedness or the subordinated debt securities may recover less,
proportionately, than holders of senior indebtedness and may recover more,
proportionately, than holders of the subordinated debt securities.
Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities, "senior indebtedness" is
defined in the subordinated indenture as:
. the principal of, premium, if any, and interest on all of our
"indebtedness for money borrowed," as defined below, except (A) other
subordinated debt securities issued under the subordinated indenture,
(B) any indebtedness which is expressly stated to be junior in right of
payment to the subordinated debt securities and (C) indebtedness which
is expressly stated to rank equally with the subordinated debt
securities;
. all of our obligations to make payment pursuant to the terms of
financial instruments, such as (A) securities contracts and foreign
currency exchange contracts, (B) derivative instruments, such as swap
agreements, including interest rate and foreign exchange rate swap
agreements, cap agreements, floor agreements, collar agreements,
interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts, and (C) similar
financial instruments, other than obligations on account of senior
indebtedness and obligations on account of indebtedness for money
borrowed ranking equally with or subordinate to the subordinated debt
securities; and
. any deferrals, renewals or extensions of any senior indebtedness.
The term "indebtedness for money borrowed" means:
. any of our obligations or any obligation we have guaranteed for the
repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments; and
. any of our deferred payment obligations or any such obligation we have
guaranteed for the payment of the purchase price of property or assets
evidenced by a note or similar instrument.
The subordinated indenture does not limit or prohibit the incurrence of
additional senior indebtedness, which may include indebtedness that is senior
to the subordinated debt securities, but subordinate to our other obligations.
Any prospectus supplement relating to a particular series of subordinated debt
securities will set forth the aggregate amount of our indebtedness senior to
the subordinated debt securities as of a recent practicable date.
The subordinated debt securities will rank equally in right of payment with
each other.
The prospectus supplement may further describe the provisions, if any, which
may apply to the subordination of the subordinated debt securities of a
particular series.
17
Restrictive Covenants
The subordinated indenture does not contain any significant restrictive
covenants. The prospectus supplement relating to a series of subordinated debt
securities may describe certain restrictive covenants, if any, to which we may
be bound under the subordinated indenture.
DESCRIPTION OF COMMON STOCK
Company
NYCB, which is incorporated under the General Corporation Law of the State
of Delaware, is authorized to issue 150,000,000 shares of its common stock,
$0.01 par value, of which 102,182,204 shares were issued and outstanding as of
March 31, 2002. NYCB's board of directors may at any time, without additional
approval of the holders of common stock, issue additional authorized but
previously unissued shares of common stock.
Voting Rights
The holders of common stock are entitled to one vote per share on all
matters presented to shareholders. Holders of common stock are not entitled to
cumulate their votes in the election of directors.
No Preemptive or Conversion Rights
The holders of common stock do not have preemptive rights to subscribe for a
proportionate share of any additional securities issued by NYCB before such
securities are offered to others. The absence of preemptive rights increases
NYCB's flexibility to issue additional shares of common stock in connection
with NYCB's acquisitions, employee benefit plans and for other purposes,
without affording the holders of common stock a right to subscribe for their
proportionate share of those additional securities. The holders of common stock
are not entitled to any redemption privileges, sinking fund privileges or
conversion rights.
Dividends
Holders of common stock are entitled to receive dividends ratably when, as
and if declared by NYCB's board of directors from assets legally available
therefor, after payment of all dividends on preferred stock, if any is
outstanding. Under Delaware Law, NYCB may pay dividends out of surplus or net
profits for the fiscal year in which declared and/or for the preceding fiscal
year, even if our surplus accounts are in a deficit position. Dividends paid by
our subsidiary Bank are the primary source of funds available to NYCB for
payment of dividends to our stockholders and for other needs. NYCB's board of
directors intends to maintain its present policy of paying regular quarterly
cash dividends. The declaration and amount of future dividends will depend on
circumstances existing at the time, including NYCB's earnings, financial
condition and capital requirements, as well as regulatory limitations and such
other factors as NYCB's board of directors deems relevant. See "Regulation and
Supervision" on page 7.
NYCB's principal assets and sources of income consist of investments in our
operating subsidiaries, which are separate and distinct legal entities.
Liquidation
Upon liquidation, dissolution or the winding up of the affairs of NYCB,
holders of common stock are entitled to receive their pro rata portion of the
remaining assets of NYCB after the holders of NYCB's preferred stock have been
paid in full any sums to which they may be entitled.
18
Certain Charter and Bylaw Provisions Affecting Stock
NYCB's Certificate of Incorporation and Bylaws contain several provisions
that may make NYCB a less attractive target for an acquisition of control by
anyone who does not have the support of NYCB's board of directors. Such
provisions include, among other things, the requirement of a supermajority vote
of stockholders or directors to approve certain business combinations and other
corporate actions, a minimum price provision, several special procedural rules,
a staggered board of directors, and the limitation that stockholder actions
without a meeting may only be taken by unanimous written stockholder consent.
The foregoing is qualified in its entirely by reference to NYCB's Certificate
of Incorporation, as amended, and Bylaws both of which are on file with the SEC.
Restrictions on Ownership
The Bank Holding Company Act of 1956, the "BHC Act," generally would
prohibit any company that is not engaged in banking activities and activities
that are permissible for a bank holding company or a financial holding company
from acquiring control of NYCB. "Control" is generally defined as ownership of
25% or more of the voting stock or other exercise of a controlling influence.
In addition, any existing bank holding company would need the prior approval of
the FRB before acquiring 5% or more of the voting stock of NYCB. In addition,
the Change in Bank Control Act of 1978, as amended, prohibits a person or group
of persons from acquiring control of a bank holding company unless the FRB has
been notified and has not objected to the transaction. Under a rebuttable
presumption established by the FRB, the acquisition of 10% or more of a class
of voting stock of a bank holding company with a class of securities registered
under Section 12 of the Exchange Act, such as NYCB, would, under the
circumstances set forth in the presumption, constitute acquisition of control
of the bank holding company.
NYCB Stockholder Protection Rights Agreement
The following is a description of the rights issued under the NYCB
stockholder protection rights agreement, as amended. This description is
subject to, and is qualified in its entirety by reference to, the text of the
rights agreement. A description of the rights agreement specifying the terms of
the rights has been included in reports filed by NYCB under the Exchange Act.
See "Where You Can Find More Information" on page 4.
Each issued share of NYCB common stock has attached to it one right issued
pursuant to a Stockholder Protection Rights Agreement, dated as of January 16,
1996 and amended on March 27, 2001, between NYCB and Mellon Investor Services
L.L.C., as rights agent. Each right entitles its holder to purchase one
one-hundredth of a share of participating preferred stock of NYCB at an
exercise price of $120, subject to adjustment, after the separation time, which
means after the close of business on the earlier of:
. the tenth business day after commencement of a tender or exchange offer
that, if consummated, would result in the offeror becoming an "acquiring
person," which is defined in the rights agreement as a person
beneficially owning 10% or more of the outstanding shares of NYCB common
stock; and
. the tenth business day after the first date of public announcement that
a person has become an acquiring person, which is also called the
flip-in date.
The rights are not exercisable until the business day following the
separation time. The rights expire on the earlier of:
. the close of business on January 16, 2006;
. redemption, as described below;
. an exchange for common stock, as described below; or
. the merger of NYCB into another corporation pursuant to an agreement
entered into prior to a flip-in date.
19
The NYCB board of directors may, at any time prior to the occurrence of a
flip-in date, redeem all the rights at a price of $0.01 per right.
If a flip-in date occurs, each right, other than those held by the acquiring
person or any affiliate or associate of the acquiring person or by any
transferees of any of these persons, will constitute the right to purchase
shares of NYCB common stock having an aggregate market price equal to $240 in
cash, subject to adjustment. In addition, the NYCB board of directors may, at
any time between a flip-in date and the time that an acquiring person becomes
the beneficial owner of more than 50% of the outstanding shares of NYCB common
stock, elect to exchange the rights for shares of NYCB common stock at an
exchange ratio of one share of NYCB common stock per right.
Under the rights agreement, after a flip-in date occurs, NYCB may not
consolidate or merge, or engage in other similar transactions, with an
acquiring person without entering into a supplemental agreement with the
acquiring person providing that, upon consummation or occurrence of the
transaction, each right shall thereafter constitute the right to purchase
common stock of the acquiring person having an aggregate market price equal to
$240 in cash, subject to adjustment.
These rights may not prevent a takeover of NYCB. The rights, however, may
have antitakeover effects. The rights may cause substantial dilution to a
person or group that acquires 10% or more of the outstanding NYCB common stock
unless the rights are first redeemed by the NYCB board of directors.
On March 27, 2001, NYCB and Mellon amended the rights agreement to
substantially prevent the merger agreement with Richmond County, the stock
option agreements with Richmond County, and the merger with Richmond County
from triggering the provisions of the rights agreement.
PLAN OF DISTRIBUTION
We may sell securities:
. to the public through a group of underwriters managed or co-managed by
one or more underwriters;
. through one or more agents; or
. directly to purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
. at a fixed price, or prices, which may be changed from time to time;
. at market prices prevailing at the time of sale;
. at prices related to those prevailing market prices; or
. at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
. the name of the agent or the name or names of any underwriters;
. the public offering or purchase price;
. any discounts and commissions to be allowed or paid to the agent or
underwriters;
20
. all other items constituting underwriting compensation;
. any discounts and commissions to be allowed or paid to dealers; and
. any exchanges on which the securities will be listed.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase debt securities from us pursuant to delayed delivery
contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to those contracts will be
equal to, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
will in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
. the purchase by an institution of the debt securities covered under that
contract will not at the time of delivery be prohibited under the laws
of the jurisdiction to which that institution is subject; and
. if the debt securities are also being sold to underwriters acting as
principals for their own account, the underwriters will have purchased
those debt securities not sold for delayed delivery. The underwriters
and other persons acting as our agents will not have any responsibility
in respect of the validity or performance of delayed delivery contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us
or one or more of our affiliates in the ordinary course of business.
LEGAL OPINIONS
The validity of the securities offered hereby will be passed upon for us by
Muldoon Murphy & Faucette LLP, Washington, D.C.
EXPERTS
The consolidated financial statements of NYCB and subsidiaries as of
December 31, 2001 and December 31, 2000 and for each of the years in the
three-year period ended December 31, 2001 have been incorporated by reference
herein in reliance upon the report, also incorporated by reference herein, of
KPMG LLP, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing. The report of KPMG LLP refers
to changes, in 2001, in NYCB's methods of accounting for goodwill and
intangible assets resulting from business combinations consummated after June
30, 2001.
21
--------------------------------------------------------------------------------
5,100,000 Shares
[LOGO] NEW YORK COMMUNITY
BANCORP, INC.
Common Stock
---------------------------
PROSPECTUS SUPPLEMENT
, 2002
---------------------------
Joint Book-Running Managers
LEHMAN BROTHERS
SALOMON SMITH BARNEY
Joint Lead Manager
SANDLER O'NEILL & PARTNERS, L.P.
-----------------
ADVEST, INC.
JANNEY MONTGOMERY SCOTT LLC
KEEFE, BRUYETTE & WOODS, INC.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Westbury, and the State of New York, on April 29,
2002.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
-----------------------------------
Joseph R. Ficalora
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed by the following persons in the
capacities indicated on April 29, 2002.
Signature Title
--------- -----
/s/ Joseph R. Ficalora President and Chief Executive Officer
-----------------------------------------------
Joseph R. Ficalora
* Chairman of the Board
-----------------------------------------------
Michael F. Manzulli
* Executive Vice President and Chief Financial Officer
----------------------------------------------- (Principal Financial and Accounting Officer)
Robert Wann
* Director
-----------------------------------------------
Donald M. Blake
* Director
-----------------------------------------------
Anthony E. Burke
* Director
-----------------------------------------------
Dominick Ciampa
* Director
-----------------------------------------------
Robert S. Farrell
* Director
-----------------------------------------------
Dr. William C. Frederick
* Director
-----------------------------------------------
Max L. Kupferberg
* Director
-----------------------------------------------
Howard C. Miller
* Joseph R. Ficalora, by signing his name hereto, signs this document on behalf
of the above noted individuals pursuant to a power of attorney dated April
19, 2002 which is filed as an exhibit to this registration statement.
/s/ Joseph R. Ficalora
-----------------------------
Name: Joseph R. Ficalora
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, each Trust has
duly caused this Form S-3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Westbury, and the
State of New York, on April 29, 2002.
New York Community Capital Trust I
New York Community Capital Trust II
New York Community Capital Trust III
New York Community Capital Trust IV
New York Community Capital Trust V
By: /s/ Joseph R. Ficalora
----------------------------------
Joseph R. Ficalora
Trustee
By: /s/ Robert Wann
----------------------------------
Robert Wann
Trustee
By: /s/ Thomas R. Cangemi
----------------------------------
Thomas R. Cangemi
Trustee
Exhibit IND
INDEX TO EXHIBITS
Exhibits
--------
1(a) -- Form of Underwriting Agreement for offering of Debt
Securities. (The form of such agreement will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.)
1(b) -- Form of Underwriting Agreement for offering of Preferred
Securities. (The form of such agreement will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.)
1(c) -- Form of Underwriting Agreement for offering of Common Stock.
(The form of such agreement will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.)
1(d) -- Form of Underwriting Agreement for offering of Units and
Warrants. (The form of such agreement will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.)
4(a) -- Form of Senior Indenture. **
4(b) -- Form of Note for Senior Debt Securities. **
4(c) -- Form of Subordinated Indenture. **
4(d) -- Form of Note for Subordinated Debt Securities. **
4(e) -- Certificate of Incorporation of New York Community Bancorp,
Inc., as amended (incorporated by reference to Exhibit 3.1
to the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, Registration No.
33-66852).
4(f)(i) -- Certificate of Trust of New York Community Capital Trust I.**
4(f)(ii) -- Certificate of Trust of New York Community Capital Trust II.**
4(f)(iii) -- Certificate of Trust of New York Community Capital Trust III.**
4(f)(iv) -- Certificate of Trust of New York Community Capital Trust IV.**
4(f)(v) -- Certificate of Trust of New York Community Capital Trust V.**
4(g)(i) -- Declaration of Trust of New York Community Capital Trust I.**
4(g)(ii) -- Declaration of Trust of New York Community Capital Trust II.**
4(g)(iii) -- Declaration of Trust of New York Community Capital Trust III.**
4(g)(iv) -- Declaration of Trust of New York Community Bank Capital Trust IV.**
4(g)(v) -- Declaration of Trust of New York Community Capital Trust V.**
4(h)(i) -- Form of Amended and Restated Declaration of Trust to be used
in connection with the issuance of the Preferred Securities.**
Exhibits
--------
4(h)(ii) -- Form of Amended and Restated Declaration of Trust to be used
in connection with issuance of the Units (incorporated by
reference to Exhibit 4(h)(ii) to New York Community Bancorp,
Inc.'s Form 8-K filed with the Securities and Exchange
Commission on April 23, 2002.)
4(i)(i) -- Form of Indenture relating to Junior Subordinated Debentures.**
4(i)(ii) -- Form of Indenture relating to Junior Subordinated Debentures
issued in connection with Units.**
4(j) -- Form of Supplemental Indenture to be used in connection with the
issuance of the Junior Subordinated Debentures and Preferred
Securities issued in connection with Units.**
4(k)(i) -- Form of Preferred Security (included in Exhibit 4(h)(i)).**
4(k)(ii) -- Form of Preferred Security (included in Exhibit 4(h)(ii)) issued
in connection with Units).**
4(l)(i) -- Form of Junior Subordinated Debenture (included in Exhibit 4(i)(i)).**
4(l)(ii) -- Form of Junior Subordinated Debenture issued in connection with
Units (included in Exhibit 4(i)(ii)).**
4(l)(iii) -- Form of Warrant (included in Exhibit 4(p)).
4(l)(iv) -- Form of Unit Certificate (included in Exhibit 4(o)).
4(1)(v) -- Specimen Common Stock Certificate (incorporated by reference to
Exhibits filed with the Registration Statement on Form S-1,
Registration No. 33-66852).
4(m)(i) -- Form of Preferred Securities Guarantee.**
4(m)(ii) -- Form of Preferred Securities Guarantee issued in connection with Units.**
4(n)(i) -- Shareholder Protection Rights Agreement, dated as of January 16,
1996 and amended on March 27, 2001, between New York Community
Bancorp, Inc. and Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 4 of New York Community
Bancorp, Inc.'s Form 8-A filed with the Securities and Exchange
Commission on January 24, 1996, amended as reflected in Exhibit
4.2 to the Registration Statement on Form S-4 filed with the
Commission on April 25, 2001).
4(o) -- Form of Unit Agreement between New York Community Bancorp, Inc.,
New York Community Capital Trust V and as Warrant Agent,
Property Trustee and Agent. (The form of such agreement will be
filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.)
4(p) -- Form of Warrant Agreement between New York Community Bancorp, Inc.
and . (The form of such agreement will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.)
5(a)(i) -- Opinion of Muldoon Murphy & Faucette LLP as to legality of Debt
Securities, Junior Subordinated Debentures, Common Stock and
Warrants.**
5(b)(i) -- Opinion of Morris, James, Hitchens & Williams LLP, as to legality
of the Preferred Securities - New York Community Capital Trust I.**
Exhibits
--------
5(b)(ii) -- Opinion of Morris, James, Hitchens & Williams LLP, as to legality
of the Preferred Securities - New York Community Capital Trust II.**
5(b)(iii) -- Opinion of Morris, James, Hitchens & Williams LLP, as to legality
of the Preferred Securities - New York Community Capital Trust
III.**
5(b)(iv) -- Opinion of Morris, James, Hitchens & Williams LLP, as to legality
of the Preferred Securities - New York Community Capital Trust
IV.**
5(b)(v) -- Opinion of Morris, James, Hitchens & Williams LLP, as to legality
of the Preferred Securities - New York Community Capital Trust V
(incorporated by reference to Exhibit 5(b)(v) of New York
Community Bancorp, Inc. Form 8-K filed with the Securities and
Exchange Commission on April 23, 2002).
12 -- Computation of Consolidated Ratio of Earnings to Fixed Charges.**
23(a) -- Consent of KPMG LLP.*
23(b) -- Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5(a)).
23(c) -- Consents of Morris, James, Hitchens & Williams LLP (included in
Exhibits 5(b)(i)-(v)).
24(a) -- Power of Attorney of certain officers and directors of New York
Community Bancorp, Inc. (included in Part II, Signatures page).**
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Senior
Trustee.**
25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Subordinated
Trustee.**
25(c) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Junior Subordinated Debenture Indenture relating to New York
Community Capital Trust I, New York Community Capital Trust II,
New York Community Capital Trust III and New York Community
Capital Trust IV and New York Community Capital Trust V.**
25(d) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Amended and Restated Declaration of Trust of New York
Community Capital Trust I.**
25(e) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Amended and Restated Declaration of Trust of New York
Community Capital Trust II.**
25(f) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Amended and Restated Declaration of Trust of New York
Community Capital Trust III.**
25(g) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Amended and Restated Declaration of Trust of New York
Community Capital Trust IV.**
25(h) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Amended and Restated Declaration of Trust of New York
Community Capital Trust V.**
Exhibits
--------
25(h)(i) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Preferred Securities Guarantee relating to New York Community
Capital Trust I.**
25(j) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Preferred Securities Guarantee relating to New York Community
Capital Trust II.**
25(k) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Preferred Securities Guarantee relating to New York Community
Capital Trust III.**
25(l) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Preferred Securities Guarantee relating to New York Community
Capital Trust IV.**
25(m) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company, as Trustee under
the Preferred Securities Guarantee relating to New York Community
Capital Trust V.**
* filed herewith
** previously filed