NFB (NYSE:NFB)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more NFB Charts. Click Here for more NFB Charts.](/p.php?pid=staticchart&s=NY%5ENFB&p=8&t=15)
North Fork Bancorporation, Inc. (NYSE: NFB) today
announced that it has agreed in principle to settle the previously
disclosed purported North Fork stockholder class action challenging
the proposed merger between Capital One Financial Corporation and
North Fork.
"We are pleased to put this matter behind us to eliminate the
distraction and expense of further litigation," said North Fork
Chairman and CEO John A. Kanas. "We can now focus completely on
completing the merger."
In the settlement, North Fork will agree to establish a settlement
fund in an aggregate amount of $20 million, out of which the
plaintiffs' attorneys fees will be paid, with the remaining balance of
the settlement fund to be allocated among North Fork stockholders who
are members of the class as of the completion of the merger (other
than those stockholders who perfect appraisal rights or opt out of the
settlement). In the settlement, Capital One will agree to waive any
right to realize total profit in excess of $630 million under the
North Fork stock option agreement granted to Capital One in connection
with the merger. In addition, North Fork has agreed to publicly
announce additional information relating to the merger and certain
other matters in a Form 8-K being filed today with the SEC.
Under the terms of the settlement, all claims relating to the
merger agreement and the proposed merger will be dismissed and
released on behalf of the settlement class. The settlement is subject
to approval by the court in which the action is pending. Upon approval
of the proposed settlement by the court, plaintiffs' attorneys are
expected to apply for an award of attorneys' fees and expenses, which
will be paid from the settlement fund.
Additional Information About the Capital One - North Fork
Transaction
In connection with the proposed merger between Capital One and
North Fork, Capital One filed with the Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-4 that
included a joint proxy statement of Capital One and North Fork that
also constitutes a prospectus of Capital One. Capital One and North
Fork mailed the joint proxy statement/prospectus to their respective
stockholders on or about July 14, 2006. Investors and security holders
are urged to read the definitive joint proxy statement/prospectus
(including all filings subsequent to the date of mailing that are
incorporated by reference therein as provided in the joint proxy
statement/prospectus, including the Form 8-Ks being filed today)
regarding the proposed merger because it contains important
information. You may obtain a free copy of the definitive joint proxy
statement/prospectus and other related documents filed by Capital One
and North Fork with the SEC (including such Form 8-Ks) at the SEC's
website at www.sec.gov. The definitive joint proxy
statement/prospectus and the other documents may also be obtained for
free by accessing Capital One's website at www.capitalone.com under
the heading "Investors" and then under the heading "SEC & Regulatory
Filings" or by accessing North Fork's website at www.northforkbank.com
under the tab "Investor Relations" and then under the heading "SEC
Filings."
Participants in the Capital One - North Fork Transaction
Capital One, North Fork and their respective directors, executive
officers and certain other members of management and employees may be
soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders in
connection with the proposed merger is set forth in the definitive
joint proxy statement/prospectus that was filed with the SEC. You can
find information about Capital One's executive officers and directors
in Capital One's definitive proxy statement filed with the SEC on
March 23, 2006. You can find information about North Fork's executive
officers and directors in the definitive joint proxy
statement/prospectus. You can obtain free copies of these documents
from the Capital One or North Fork using the contact information
above.
About North Fork
North Fork is a regional bank holding company headquartered in New
York with approximately $58 billion in assets conducting commercial
and retail banking from branch locations in the Tri-State area with a
complementary national mortgage banking business.