Filed by GreenPoint Financial Corp.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: GreenPoint Financial Corp.
Commission File No. 0-22516
On February 17, 2004, the following analyst presentation was made with respect
to the proposed merger of North Fork Bancorporation, Inc. and GreenPoint
Financial Corp.:
[Map of North Fork and GreenPoint locations]
[North Fork logo]
Acquisition of
GreenPoint Financial
Creating the Dominant
New York Metropolitan Franchise
TRANSACTION SUMMARY [North Fork logo]
Purchase Price per Share: $46.00 per GreenPoint share (1)
Fixed Exchange Ratio: 1.0514x North Fork shares for
each GreenPoint share - no walk
away, no collars
Aggregate Purchase Price: $6.31 Bn
Consideration: 100% Stock - tax free exchange
Board Representation: 5 including Thomas Johnson &
Bharat Bhatt
Reciprocal Termination Fee: $250mm
Due Diligence: Completed
Anticipated Closing: Fourth Quarter 2004
(1) Based on North Fork closing price as of February 13, 2004
2
TRANSACTION MULTIPLES [North Fork logo]
Multiple of Tangible Book 4.2x
Multiple of 2004E EPS (1) 12.1x
Multiple of 2004E EPS with Cost Savings (2) 9.4x
Premium to Total Deposits (3) 27%
(1) Based on I/B/E/S 2004 median consensus of $3.79
(2) Assumes ESOP and Cost Savings of $126.7 million are fully phased in for
2004
(3) Excludes $1.2 billion of the purchase price as an allocation to
GreenPoint Mortgage
3
FINANCIAL AND STRATEGIC RATIONALE [North Fork logo]
Financially Compelling
----------------------
- A record setting accretion of 12% to GAAP EPS
- Accretion to Tangible Book Value of $1.00
Strategically Attractive
------------------------
- Significant market share and customer base expansion
- Segmented branding opportunity in highly desirable metro New York market
- Two simple business models unite
- Expanded penetration in the world's most attractive market, serving diverse
customer segments with two strong brands
- Experienced management team
4
CREATING THE DOMINANT METRO NEW YORK BANK [North Fork logo]
North Fork Brings... GreenPoint brings...
- Proven skill set in commercial - A proven skill set in
banking consumer banking
- A track record of strong organic - Strong core deposit growth
growth - Sophisticated consumer
- A full range of right size products & services
commercial banking products for - A leading mortgage company
the NY market
New Company
The blend of 2 simple and highly successful
stories driven by a proven management team with
an eye toward profitability driven by efficiency
and best in class products and services
5
EXPERIENCED MANAGEMENT TEAM [North Fork logo]
John Adam Kanas
President, Chairman & CEO
North Fork Bancorporation
John Bohlsen Daniel M. Healy
Vice Chairman EVP & CFO
Bharat Bhatt John Adam Kanas
EVP North Fork Bancorporation President & CEO
President & CEO North Fork Bank
GreenPoint Bank
S.A. Ibrahim
President & CEO
GreenPoint Mortgage
6
DUAL BRANDING RATIONALE [North Fork logo]
Two Strong Brand Names serving two different customer bases
North Fork GreenPoint
Entrepreneurs Consumers
- Straightforward market segmentation exercise
- Focus on customer retention and growth through tailored products
- Maintain consistent, high quality service at branches with the focus on the
customer experience
7
DOMINANT IN THE NY MARKET [North Fork logo]
North Fork will be the largest bank in the New York Area serving the local
market with the 4th largest deposit market share
Rank Institution Deposits Branches Market Share
----------------------------------------------------------------------------------------------
1 J.P. Morgan Chase & Co. (NY) $133,479 498 28.27%
2 Citigroup Inc. (NY) 111,957 293 23.71
3 Bank of New York Co. (NY) 32,509 230 6.88
4 NFB/GPT Pro Forma 26,636 270 5.64
----------------------------------------------------------------------------------------------
4 HSBC Holdings plc 25,273 235 5.35
5 Bank of America Corp. (NC) 20,865 214 4.42
----------------------------------------------------------------------------------------------
6 NORTH FORK 14,063 180 2.98
7 GREENPOINT 12,573 90 2.66
8 Washington Mutual Inc. (WA) 12,319 133 2.61
9 Astoria Financial Corp. (NY) 11,248 95 2.38
10 New York Community Bancorp (NY) 10,543 142 2.23
11 Deutsche Bank AG 9,558 4 2.09
12 Independence Comm. Bank Corp. (NY) 6,851 68 1.45
13 Bank Hapoalim B.M. 5,100 11 1.08
14 Emigrant Bancorp Inc. (NY) 4,987 37 1.06
15 Apple Bank for Savings (NY) 4,917 51 1.04
Source: SNL DataSource. Deposit data as of June 30, 2003. Includes
pending ownership.
Note: Metro NY region includes New York, Bronx, Kings, Nassau, Queens, Richmond,
Rockland, Suffolk, and Westchester counties.
8
MARKET LEADERSHIP [North Fork logo]
Significantly Expands Market Share
[Bar Graph]
Ranking Stand Alone Pro Forma
Market Share % Market Share %
Suffolk, NY 1 16.4 20.1
Nassau, NY 1 6.4 16.9
Queens, NY 2 7.8 14.7
Kings, NY 5 1.7 10.7
Bronx, NY 5 6.8 7.0
Westchester, NY 8 1.7 3.7
New York, NY 5 2.7 4.3
Richmond, NY 9 0.0 0.9
Rockland, NY 12 2.2 2.2
Source: SNL DataSource. Deposit data as of June 30, 2003. Includes pending
ownership.
Excludes HQ branches (representing large corporate deposits) for Citigroup,
J.P. Morgan Chase, HSBC, Bank of New York, Deutsche Bank and Bank of
America/Fleet
9
BRANCH AND BRAND PLANS [North Fork logo]
- Identified over 20 GreenPoint locations that we believe would grow faster
and be more profitable as a North Fork Bank branch
- Identified 10-15 North Fork locations that we believe would grow faster and
be more profitable as a GreenPoint Bank branch
- Identified up to 15 branch consolidation opportunities
- Identified approximately 10 GreenPoint locations that can host a North Fork
Bank branch in the building
10
OVERVIEW OF NORTH FORK [North Fork logo]
- Among one of the highest performing commercial banks in the nation
- Approximately $26 billion in assets, $18 billion in deposits and 250 branches
in prime New York metropolitan locations
- Low risk profile
- Proven acquiror
North Fork
As of December 31, 2003 ($ in millions)
---------------------------------------
Total Assets $25,934
Deposits 18,436
Net Loans 14,457
Common Equity 2,370
Tangible Common Ratio 5.19%
NFB includes the pending acquisition of TCNJ
11
OVERVIEW OF GREENPOINT [North Fork logo]
- The largest retail bank in the New York Metropolitan area
- Approximately $23 billion in assets, $13 billion in deposits and 90 branches
in prime New York metropolitan locations
- Low risk profile
- Carved out a niche in a relatively uncompetitive segment of the residential
mortgage market
- Highly valuable franchise, impossible to duplicate
GreenPoint
As of December 31, 2003 ($ in millions)
---------------------------------------
Total Assets $22,985
Deposits 12,546
Net Loans 9,963
Common Equity 1,839
Tangible Common Ratio 6.53%
12
GREENPOINT MORTGAGE [North Fork logo]
- A national mortgage originator focused on high margin, speciality loans
- Among the Top 10 Largest Wholesale Lenders
- $39 billion in total originations for 2003
- $12 billion in speciality loans (Alt A, No-Doc)
- Counter-cyclical, representing less than 20% of income
- Strong, proven management team
13
ECONOMIC ASSUMPTIONS [North Fork logo]
- 11% cost savings on combined institution
- Assmes no incremental share repurchases or leverage of capital
- Assumes no revenue enhancements
- Core deposit intangible equal to 1.5% of GreenPoint's core deposits, amortized
SYD over 11 years
14
RESTRUCTURING CHARGE [North Fork logo]
($ in millions) Pre-Tax After-Tax
--------------------------------------------------------------------------------
Merger Expense $ 47.8 $ 39.4
Contracts and Severance 137.6 105.3
Facility and Equipment 14.0 8.4
Other 15.0 9.0
--------------------------------------------------------------------------------
Total Restructuring Charge $214.4 $162.1
15
COST SAVINGS [North Fork logo]
$ in millions
2005 Cost % of % of % of
Savings GreenPoint GreenPoint Combined
Bank Financial Institution
--------------------------------------------------------------------------------
Salaries $ 52.1 41% 20% 10%
Occupancy &
Equipment 15.7 27% 16% 8%
Other Operating
Expenses 30.8 38% 21% 13%
--------------------------------------------------------------------------------
Total Operating
Expenses 98.6 37% 19% 11%
ESOP Expense 31.1
--------------------------------------------------------------------------------
Total Non-interest
Expense $129.7
16
COST SAVINGS BY FUNCTION [North Fork logo]
$ in millions
2005 Savings % of Expense
Base
--------------------------------------------------------------------------------
Branch Network $ 8.8 10%
Branch Operations/Support 25.0 28%
Bank Data Processing/Technology 10.8 71%
Executive and Corporate Support 54.0 72%
--------------------------------------------------------------------------------
Bank Expense Base $98.6 37%
Mortgage Banking - 0%
--------------------------------------------------------------------------------
Company-wide Expense Base $98.6 19%
17
IMMEDIATELY ACCRETIVE TO NFB EPS [North Fork logo]
2004 - assumes 0% Cost Savings, October 1, 2004 close
($ in thousands, except per share amounts)
After Tax EPS* Shares
--------------------------------------------------------------------------------
NFB $455,071 $2.84 160,011
GPT 107,873 3.79 28,480
Purchase Accounting** 9,068
ESOP Expense Savings 5,139
--------------------------------------------------------------------------------
Pro Forma 577,150 2.92 197,555
Cost Savings 0
Tax Efficiencies 6,910
--------------------------------------------------------------------------------
Pro Forma with Efficiencies $584,060 $2.96 197,555
EPS Accretion $0.11
EPS Accretion % 4.0%
* I/B/E/S mean estimates
** includes purchase accounting and core deposit intangible items
18
IMMEDIATELY ACCRETIVE TO NFB EPS [North Fork logo]
2005 - assumes 100% Cost Savings
($ in thousands, except per share amounts)
After Tax EPS* Shares
--------------------------------------------------------------------------------
NFB $ 533,573 $3.14 170,198
GPT 444,310 4.19 105,919
Purchase Accounting** 36,272
ESOP Expense Savings 20,554
--------------------------------------------------------------------------------
Pro Forma 1,034,710 3.23 320,373
Cost Savings 65,060
Tax Efficiencies 28,165
--------------------------------------------------------------------------------
Pro Forma with
Efficiencies $1,127,934 $3.52 320,373
EPS Accretion $0.39
EPS Accretion % 12.3%
*I/B/E/S mean estimates
** includes purchase accounting and core deposit intangible items
19
PRO FORMA BALANCE SHEET [North Fork Logo]
($ in million except per share amounts) NFB* GreenPoint Pro Forma
Tangible Assets 24,851 22,590 47,747
Core Deposit Intangible 53 - 174
Goodwill 1,030 395 6,038
--------------------------------------------------------------------------------
Total Assets 25,934 22,985 53,959
Deposits 18,436 12,546 31,050
Borrowings 4,678 7,892 13,080
Other Liabilities 450 708 889
--------------------------------------------------------------------------------
Total Liabilities 23,564 21,146 45,019
Total Equity 2,370 1,839 8,940
--------------------------------------------------------------------------------
Total Liabilities and Equity 25,934 22,985 53,959
Shares Outstanding 172,894 131,716 323,069
Book Value $ 13.71 $ 13.96 $ 27.67
Tangible Book Value $ 7.44 $ 10.96 $ 8.44
Tangible Book Accretion $ 1.00
Percentage TBV Accretion 13.4%
* NFB includes the pending acquisition of TCNJ
20
REVENUE DIVERSIFICATION [North Fork Logo]
[Pie Chart]
North Fork (1) Pro Forma
Net Interest Income 85% 68%
Fee Income 15% 32% (Mortgage Banking
Contribution is Less
than 20%)
$1.1 billion $2.4 billion
(1) Pro Forma for the acquisition of TCNJ
21
LOAN DIVERSIFICATION [North Fork Logo]
[Pie Chart]
North Fork (1) GreenPoint New Company
Resid Mtg 20% 88% 47%
Multifamily 25% 2% 16%
Comm'l Mtg 24% 10% 18%
C&I 16% - 10%
Consumer 13% - 8%
Constr/Land 2% - 2%
$14.5 billion $10.0 billion $24.5 billion
(1) Pro Forma for the acquisition of TCNJ
22
DEPOSIT DIVERSIFICATION [North Fork Logo]
[Pie Chart]
North Fork (1) GreenPoint New Company
DDA 26% 3% 17%
Sav, NOW, MM 51% 62% 55%
Time 23% 35% 28%
$18.4 billion $12.6 billion $31.0 billion
(1) Pro Forma for the acquisition of TCNJ
23
COMMERCIAL BANK RANKINGS [North Fork Logo]
$ in millions Market
Rank Bank Holding Company Capitalization
--------------------------------------------------------------------------------
10 SunTrust Banks, Inc. $ 20,800
11 BB&T Corporation 20,252
12 State Street Corporation 18,172
13 PNC Financial Services Group, Inc. (The) 15,825
14 Mellon Financial Corporation 14,246
15 Regions Financial Corporation (1) 14,239
---------------------------------------------------------------
16 NFB/GPT PRO FORMA 13,722
---------------------------------------------------------------
16 KeyCorp 13,182
17 M&T Bank Corporation 11,368
18 SouthTrust Corporation 11,331
19 Northern Trust Corporation 10,779
20 Comerica Incorporated 10,077
21 AmSouth Bancorporation 8,825
22 Marshall & Illsley Corporation 8,782
23 Charter One Financial, Inc. 8,271
24 UnionBanCal Corporation 7,818
---------------------------------------------------------------
25 North Fork (1) 7,399
---------------------------------------------------------------
26 Synovus Financial Corp. 7,549
27 Popular, Inc. 5,992
Market pricing as of February 13, 2004
(1) Pro Forma for pending acquisition
24
GREENPOINT OPPORTUNITIES [North Fork Logo]
Strategically And Financially Accretive
Not Reflected in Accretion Analysis
--------------------------------------------------------------------------------
* The impact of the North Fork style incentive compensation programs for the
GreenPoint employee to further increase deposit growth
* The improvement of GreenPoint Bank's net interest margin by transforming the
balance sheet over time to include higher earning assets
* Increased market visibility of GreenPoint Bank as a result of this
transaction
* Increased local residential mortgage volume as a result of referrals from
North Fork to GreenPoint Mortgage
25
NORTH FORK OPPORTUNITIES [North Fork Logo]
Strategically And Financially Accretive
Not Reflected in Accretion Analysis
--------------------------------------------------------------------------------
* Increased small business lending volumes as a result of referrals of
GreenPoint customer base
* Exposure to larger borrowers as a result of the combined balance sheet
* The ability to expand the branch system at a very low cost
* An opportunity to take deposits from over 5,000 small business customers
already borrowing from GreenPoint
26
COMBINED OPPORTUNITIES [North Fork Logo]
Strategically And Financially Accretive
Not Reflected in Accretion Analysis
--------------------------------------------------------------------------------
* Increased visibility in the market place
* The value of a far more diversified revenue stream
* The possibility of the growth rate being under estimated
* A dramatic improvement in North Fork's terminal value as a result of its
dominant market share
27
[Map of North Fork and GreenPoint locations]
[North Fork logo]
Acquisition of
GreenPoint Financial
Creating the Dominant
New York Metropolitan Franchise
FORWARD LOOKING STATEMENTS [North Fork logo]
- This presentation contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about the benefits of the merger
between North Fork Bancorporation, Inc. ("North Fork") and GreenPoint
Financial Corp. ("GreenPoint"), including future financial and operating
results, North Fork's plans, objectives, expectations and intentions and
other statements that are not historical facts. Such statements are based
upon the current belies and expectations of North Fork's and GreenPoint's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements:
the ability to obtain governmental approvals of the merger on the proposed
terms and schedule; the failure of North Fork and GreenPoint stockholders to
approve the merger; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any revenue synergies
from the merger may not be fully realized or may take longer to realize
than expected; disruption from the merger making it more difficult to maintain
relationships with clients, employees or suppliers; increased competition
and its effect on pricing, spending, third-party relationships and revenues;
the risk of new and changing regulation in the U.S. and internationally.
Additional factors that could cause North Fork's and GreenPoint's results to
differ materially from those described in the forward-looking statements can
be found in the 2002 Annual Reports on Forms 10-K of North Fork and
GreenPoint, and in the Quarterly Reports on Form 10-Q of North Fork and
GreenPoint filed with the Securities and Exchange Commission and available at
the Securities and Exchange Commission's internet site (http://www.sec.gov).
The forward-looking statements in this presentation speak only as of the date
of the presentation, and neither North Fork nor GreenPoint assumes any
obligation to update the forward-looking statements or to update the reasons
why actual results could differ from those contained in the forward-looking
statements.
- STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about North Fork and GreenPoint, without charge, at the Securities
and Exchange Commission's internet site (http://www.sec.gov). Copies of the
join proxy statement/prospectus can also be obtained, without charge, by
directing a request to North Fork Bancorporation, Inc., 275 Broadhollow Road,
Melville, NY 11747; Attention: Corporate Secretary, 631-844-1252; or
GreenPoint Financial Corp., 90 Park Avenue, New York, New York 10016;
Attention: Richard Humphrey, 212-834-1201.
- The respective directors and executive officers of North Fork and GreenPoint
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. INFORMATION REGARDING NORTH FORK'S
DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY NORTH FORK ON MARCH 21, 2003,
AND INFORMATION REGARDING GREENPOINT'S DIRECTORS AND EXECUTIVE OFFICERS IS
AVAILABLE IN ITS PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY GREENPOINT ON MARCH 28, 2003. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials to be filed
with the Securities and Exchange Commission when they become available.
29