Roslyn Bancorp, Inc.
Ticker:RSLN 1400 Old Northern Boulevard
Exchange:NASDAQ-National Market Roslyn, NY 11576
Industry:Financial (SIC Code 6036) (516) 621-6000

Offering Information
Type of Shares:Common Shares Filing Date:8/20/96
U.S. Shares:42,371,359 Offer Date:1/13/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:42,371,359 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.23
Offering Amount: $423,713,590 Selling:
Expenses:$5,800,000 Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Sandler O'Neill & Partners. L.P.Lead Manager (212) 466-7737

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 5/31/96 5/31/95 5/31/96
Revenue:Assets:$1,772.18
Net Income:Curr Assets:
EPS:Liabilities:$1,549.93
Prior EPS:$16.37$15.91Curr Liabilities:
Cash Flow/Oper:$35.32Equity:$222.24
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Delaware corporation recently organized by the Bank for the purpose of acquiring all of the capital stock of the Bank to be issued in the Conversion. Immediately following the Conversion, the only significant assets of the company will be the capital stock of the Bank, the company's loan to the ESOP and the net proceeds of the Offerings retained by the company. The company will purchase all of the capital stock of the Bank to be issued upon the Conversion in exchange for 50% of the net Conversion proceeds with the remaining net proceeds to be retained by the company to be used for general business activities, including a loan by the company directly to the ESOP to enable the ESOP to purchase up to 8% of the Common Stock issued in connection with the Conversion, including shares issued to the Foundation.

Competition
The Bank faces significant competition both in making loans and in attracting deposits. The New York City metropolitan area has a high density of financial institutions, many of which are branches of significantly larger institutions which have greater financial resources than the Bank, and all of which are branches of significantly larger institutions which have greater financial resources than the Bank, and all of which are competitors of the Bank to varying degrees.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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