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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 4, 2002
NEW YORK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22278 06-1377322
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
615 Merrick Avenue, Westbury, New York 11590
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 683-4100
Not Applicable
(Former name or former address, if changed since last report)
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Items 1, 2, 3, 4, 6, 8 and 9. Not Applicable.
Item 5. Other Events.
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New York Community Bancorp, Inc. (the "Company"), together with certain
trust subsidiaries including New York Community Capital Trust V (the "Trust"),
filed a Registration Statement on Form S-3, Registration No. 333-86682, on April
22, 2002 which was declared effective on May 8, 2002, and together with the
Trust filed a Registration Statement on Form S-3 pursuant to Rule 462(b) under
the Securities Act of 1933, Registration No. 333-100767, on October 25, 2002
that became effective upon filing (collectively the "Registration Statements").
On October 30, 2002, the Company and the Trust filed a definitive prospectus
(the "Prospectus") under the Registration Statements pursuant to Rule 424(b)
under the Securities Act relating to an offering of 5,500,000 Bifurcated Option
Note Unit SecuritiES (BONUSES) units, including 700,000 BONUSES units to be
issued in connection with the exercise of the underwriters' over-allotment
option. Each BONUSES unit consists of: a Preferred Security of the Trust
(supported by a Guarantee by the Company) and a Warrant to purchase 1.4036
shares of common stock of the Company. The Registration Statements and the
Prospectus also relate to the offering by the Company of 6.000% Junior
Subordinated Deferrable Interest Debentures Due November 1, 2051, which
initially will be sold to the Trust, and the shares of Common Stock of the
Company to be issued upon exercise of the Warrants. The following attached
exhibits supplement the Registration Statements as Exhibits thereto and are
incorporated by reference therein and herein.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits
Exhibit 1(d): Underwriting Agreement for offering BONUSES
Units.
Exhibit 4(h)(ii): Form of Amended and Restated Declaration of
Trust of New York Community Capital Trust V.
Exhibit 4(i)(ii): Form of Indenture relating to the Junior
Subordinated Debentures between New York
Community Bancorp, Inc. and Wilmington Trust
Company, as Trustee.
Exhibit 4(j): Form of First Supplemental Indenture between
New York Community Bancorp, Inc. and
Wilmington Trust Company, as Trustee.
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/sm/ Service mark of Salomon Smith Barney Inc.
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Exhibit 4(k)(ii): Form of Preferred Security (included
in Exhibit 4(h)(ii)).
Exhibit 4(l)(iii): Form of Warrant (included in Exhibit 4(p)).
Exhibit 4(l)(iv): Form of Unit Certificate (included in
Exhibit 4(o)).
Exhibit 4(m)(ii): Form of Guarantee issued in connection with
the Units.
Exhibit 4(o): Form of Unit Agreement between New York
Community Bancorp, Inc., New York Community
Capital Trust V and Wilmington Trust Company,
as Warrant Agent, Property Trustee and Agent.
Exhibit 4(p): Form of Warrant Agreement between New York
Community Bancorp, Inc. and Wilmington Trust
Company, as Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Anthony E. Burke
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Anthony E. Burke
Senior Executive Vice President and Chief
Operating Officer
Date: November 4, 2002
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EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 1(d): Underwriting Agreement for offering BONUSES Units.
Exhibit 4(h)(ii): Form of Amended and Restated Declaration of Trust of New
York Community Capital Trust V.
Exhibit 4(i)(ii): Form of Indenture relating to the Junior Subordinated
Debentures between New York Community Bancorp, Inc. and
Wilmington Trust Company, as Trustee.
Exhibit 4(j): Form of First Supplemental Indenture between New York
Community Bancorp, Inc. and Wilmington Trust Company,
as Trustee.
Exhibit 4(k)(ii): Form of Preferred Security. (included in Exhibit 4(h)(ii)).
Exhibit 4(l)(iii): Form of Warrant (included in Exhibit 4(p)).
Exhibit 4(l)(iv): Form of Unit Certificate (included in Exhibit 4(o)).
Exhibit 4(m)(ii): Form of Guarantee issued in connection with the Units.
Exhibit 4(o): Form of Unit Agreement between New York Community Bancorp,
Inc., New York Community Capital Trust V and Wilmington
Trust Company, as Warrant Agent, Property Trustee and
Agent.
Exhibit 4(p): Form of Warrant Agreement between New York Community
Bancorp, Inc. and Wilmington Trust Company, as Agent.
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