UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2005
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NEW YORK COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31565 06-1377322
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
615 Merrick Avenue, Westbury, New York 11590
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(Address of principal executive offices)
(516) 683-4100
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the
Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
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ITEM 1.01: Entry into a Material Definitive Agreement
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On October 6, 2005, in connection with the voluntary resignation of
Joseph L. Mancino by reason of retirement from the Boards of Directors
of New York Community Bancorp, Inc. ("NYB"), New York Community Bank
("NYCB"), and New York Commercial Bank, a wholly-owned subsidiary of
NYCB, NYB, on behalf of itself and its subsidiaries and affiliates
(collectively, the "Company"), entered into a letter agreement with
Mr. Mancino setting forth certain continuing obligations of the
parties and terminating a Consulting Agreement with Mr. Mancino (see
Item 1.02 below). A copy of the letter agreement is attached as
Exhibit 10.1 and incorporated by reference herein.
ITEM 1.02: Termination of a Material Definitive Agreement
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On October 6, 2005, the Consulting Agreement made as of December 1,
2004 by and among NYB and NYCB and Joseph L. Mancino, a member of the
Boards of Directors of NYB and NYCB, was terminated in connection with
Mr. Mancino's voluntary resignation by reason of retirement from the
Boards of Directors of NYB, NYCB, and New York Commercial Bank, except
that Mr. Mancino's non-competition obligations under paragraph 3
thereof are intended to survive such termination. Information
regarding the terms of the agreement is incorporated herein by
reference from Exhibit 10.10 to NYB's Annual Report on Form 10-K for
the year ended December 31, 2004, filed on March 16, 2005. Under the
terms of the Consulting Agreement, Mr. Mancino will be paid the lump
sum of $250,000.05, representing the balance of the monthly payments
due thereunder for the remaining term of the Agreement.
ITEM 5.02: Departure of Directors or Principal Officers
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(b) On October 6, 2005, Joseph L. Mancino resigned as a member of the
Boards of Directors of NYB, NYCB, and New York Commercial Bank. Mr.
Mancino's resignation was effective immediately.
ITEM 9.01: Financial Statements and Exhibits
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(c) Attached as Exhibit 10.1 is a copy of the letter agreement signed by
Mr. Mancino on October 6, 2005.
SIGNATURE
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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.
Date: October 6, 2005 NEW YORK COMMUNITY BANCORP, INC.
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/s/ Joseph R. Ficalora
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Joseph R. Ficalora
President and Chief Executive Officer
EXHIBITS
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Exhibit 10.1 Letter agreement dated October 6, 2005.
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