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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _____________
Commission file Number 0-12220
THE FIRST OF LONG ISLAND CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
New York 11-2672906
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10 Glen Head Road, Glen Head, NY 11545
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 671-4900
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value per share
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
[Cover page 1 of 2 pages]
The aggregate market value of the Corporation's voting stock (based on the
price at which the stock was last sold on March 12, 2002) held by non-affiliates
was $90,595,686 (excludes $15,369,746 representing the market value of common
stock beneficially owned by directors and executive officers of the Registrant).
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding March 12, 2002
Common Stock, $.10 par value 2,788,564
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to shareholders for the fiscal
year ended December 31, 2001 are incorporated by reference into Parts II and IV.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held April 16, 2002 are incorporated by reference into Part
III.
[Cover page 2 of 2 pages]
PART I
ITEM 1. BUSINESS
General
The First of Long Island Corporation (the "Registrant" or the
"Corporation"), a one-bank holding Company, was incorporated on February 7, 1984
for the purpose of providing financial services through its wholly-owned
subsidiary, The First National Bank of Long Island (the "Bank").
The Bank was organized in 1927 as a national banking association under the
laws of the United States of America and was known as the First National Bank of
Glen Head through June 30, 1978. The Bank has an Investment Division and has
conducted a limited amount of insurance business through The First of Long
Island Agency, Inc. (the "Agency"), a wholly-owned subsidiary.
The Bank serves the financial needs of privately owned businesses,
professionals, consumers, public bodies, and other organizations primarily in
Nassau and Suffolk Counties, Long Island. The principal business of the Bank has
historically consisted of attracting business and consumer checking, money
market and savings deposits and investing those funds in investment securities,
commercial and residential mortgage loans, commercial loans, and home equity
loans and lines. The Corporation's loan portfolio is primarily comprised of
loans to borrowers in Nassau and Suffolk Counties and real estate loans are
principally secured by properties located in these Counties.
The Bank's investment securities portfolio is comprised of U.S. Treasury
securities, U.S. government agency securities (principally modified
pass-through, mortgage-backed securities of Federal agencies), collateralized
mortgage obligations, state and municipal securities, corporate bonds and
commercial paper. The Bank also regularly sells federal funds on an overnight
basis to a number of banking institutions.
The Bank offers a variety of deposit products having a wide range of
interest rates and terms. The principal products include checking accounts,
money market type accounts, savings accounts, escrow service and IOLA (interest
on lawyer) accounts, and time deposit accounts.
In addition to its loan and deposit products, the Bank offers other
services to its customers including the following:
o ATM Banking o Payroll Services
o Bank by Mail o Safe Deposit Boxes
o Bill Payment Using PC or Telephone Banking o Securities Transactions
o Collection Services o Signature Guarantee Services
o Counter Checks and Certified Checks o Telephone Banking
o Drive-Through Banking o Travelers Checks
o Gift Checks and Personal Money Orders o Trust and Investment Management Services
o Internet PC Banking For Personal and Commercial Customers o U.S. Savings Bonds
o Merchant Credit Card Depository Services o Wire Transfers and Foreign Cables
o Night Depository Services o Withholding Tax Depository Services
The Investment Division provides investment management, pension trust,
personal trust, estate, and custody services.
The Agency is a licensed insurance agency which was organized in 1994 under
the laws of the State of New York and has primarily engaged in the sale of fixed
rate annuity products.
In 2001, the Bank opened one new commercial banking office which is located
in Deer Park, Long Island. In January 2002, the Bank closed its Cross Island
Plaza office after fifteen months of operation because the available business
opportunities were less than anticipated. In the coming years, the Bank will
continue to search for favorable locations at which to establish new branches,
with continued emphasis on the commercial banking unit type.
In addition to the new branch office discussed above, the Bank has a main
office located in Huntington, New York, eight other full service offices (Glen
Head, Greenvale, Locust Valley, Northport, Old Brookville, Rockville Centre,
Roslyn Heights, Woodbury) and eleven commercial banking offices (Allen
Boulevard, Bohemia, Garden City, Great Neck, Hauppauge, Hicksville, Lake
Success, Mineola, New Highway, New Hyde Park, Valley Stream), all of which are
in Nassau and Suffolk Counties.
The Bank's revenues are derived principally from interest on loans,
interest on investment securities, service charges and fees on deposit accounts,
and income from trust and investment management services.
The Bank did not commence, abandon, or significantly change any of its
lines of business during 2001.
1
The Bank encounters substantial competition in its banking business from
numerous other banking corporations which have offices located in the
communities served by the Bank. Principal competitors are branches of large
banks, such as Citibank, J.P. Morgan Chase & Co., Bank of New York, and Fleet
NA, and various Long Island based banks.
Lending Activities
General. The Bank's loan portfolio is primarily comprised of loans to small
and medium-sized privately owned businesses, professionals, and consumers in
Nassau and Suffolk Counties. The Bank offers a full range of lending services
including construction loans, commercial and residential mortgage loans, home
equity loans and lines, commercial loans, consumer loans, and commercial and
standby letters of credit. Commercial loans include, among other things,
short-term business loans; term and installment loans; revolving credit term
loans; and loans secured by marketable securities, the cash surrender value of
life insurance policies, or deposit accounts. Consumer loans include, among
other things, auto loans, unsecured home improvement loans, secured and
unsecured personal loans, overdraft checking lines, and VISA(R) credit cards.
The Bank makes both fixed and variable rate loans. Variable rate loans are
tied to and reprice with changes in the Bank's prime interest rate, The Wall
Street Journal prime interest rate, U.S. Treasury rates, or the Federal Home
Loan Bank of New York regular fixed advance rate. Commercial mortgage loans are
made with terms usually not in excess of fifteen years, while the maximum term
on residential mortgage loans is thirty years. Commercial and consumer loans
generally mature within five years. The Bank's current practice is to usually
lend no more than 75% of appraised value on residential mortgage loans, 65% on
home equity lines and 70% on commercial mortgage loans.
The risks inherent in the Bank's loan portfolio primarily stem from the
following factors relating to borrower size, geographic concentration, and
environmental contamination: first, loans to small and medium-sized businesses
sometimes involve a higher degree of risk than those to larger companies because
such businesses may have shorter operating histories and higher debt-to-equity
ratios than larger companies and may lack sophistication in internal record
keeping and financial and operational controls; second, the ability of many of
the Bank's borrowers to repay their loans can be dependent on the strength of
the local economy; and finally, if it becomes necessary to foreclose a loan
secured by real estate, the ability of the Bank to fully realize its investment
is dependent on, among other things, the strength of the Long Island real estate
market and the condition of the property including the absence of environmental
contamination. The Bank does not have any significant industry concentrations or
any foreign loans.
Except home equity products, loans from $300,000 to $750,000 require the
approval of the Management Loan Committee (home equity loans and lines have more
stringent approval requirements). All loans in excess of $750,000 require the
approval of the Management Loan Committee and two members of the Board Loan
Committee, one of whom must be a non-management director.
The Bank's lending is subject to written underwriting standards and loan
origination procedures, as approved by the Bank's Board of Directors and
contained in the Bank's loan policies. The Bank's loan policies allow for
exceptions and set forth the specific approvals required. Decisions on loan
applications are based on, among other things, the borrower's credit history,
the financial strength of the borrower, estimates of the borrower's ability to
repay the loan, and the value of the collateral, if any. All real estate
appraisals must meet the requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989.
Portfolio Composition and Selected Loan Maturity Information. The
composition of the Bank's loan portfolio and maturity and rate information for
the Bank's commercial and industrial loans can be found in "Note C - Loans" to
the Corporation's consolidated financial statements which have been incorporated
by reference into "Item 8. Financial Statements and Supplemental Data" of this
Form 10-K.
Commercial Loans. The Bank makes commercial loans on a demand basis,
short-term basis, or installment basis. Short-term business loans are generally
due and payable within one year and should be self liquidating during the normal
course of the borrower's business cycle. Term and installment loans are usually
due and payable within five years. Generally, it is the policy of the Bank to
obtain personal guarantees of principal owners on loans made to privately-owned
businesses.
Real Estate Mortgage and Home Equity Loans and Lines. The Bank makes
residential and commercial mortgage loans and home equity loans and establishes
home equity lines of credit. Applicants for residential mortgage loans and home
equity loans and lines will be considered for approval provided they have
satisfactory credit history and the Bank believes that there is sufficient
monthly income to service both the loan or line applied for and existing debt.
Applicants for commercial mortgage loans will be considered for approval
provided they, as well as any guarantors, generally have satisfactory credit
history and can demonstrate, through financial statements and otherwise, the
ability to repay. If the source of repayment is rental income, such income must
be more than sufficient to amortize the debt.
In processing requests for commercial mortgage loans, the Bank almost
always requires an environmental assessment to identify the possibility of
environmental contamination. The extent of the assessment procedures varies from
property to property and is based on factors such as whether or not the subject
property is an industrial
2
building or has a suspected environmental risk based on current or past use.
Construction Loans. The Bank makes loans to finance the construction of
both residential and commercial properties. The maturity of such loans is
generally one year or less and advances are made as the construction progresses.
The advances can require the submission of bills by the contractor, verification
by a Bank-approved inspector that the work has been performed, and obtaining
title insurance updates to insure that no intervening liens have been placed.
Consumer Loans and Lines. The Bank makes auto loans, home improvement
loans, and other consumer loans, establishes revolving overdraft lines of
credit, and issues VISA(R) credit cards. Consumer loans and lines may be secured
or unsecured. Consumer loans are generally made on an installment basis over
terms not exceeding five years. In reviewing loans and lines for approval, the
Bank considers, among other things, ability to repay, stability of employment
and residence, and past credit history.
Past Due, Nonaccrual, and Restructured Loans. Selected information about
the Bank's past due, nonaccrual, and restructured loans can be found in "Note C
- - Loans" to the Corporation's consolidated financial statements which have been
incorporated by reference into "Item 8. Financial Statements and Supplemental
Data" of this Form 10-K.
The accrual of interest on loans is generally discontinued when principal
or interest payments become past due 90 days or more. As of December 31, 2001,
the Bank did not have any impaired loans or material potential problem loans
except for the loans disclosed in "Note C" to its consolidated financial
statements.
Economic conditions in the Bank's market area were favorable during the
2001 year. Future levels of past due, nonperforming, and restructured loans will
be affected by the strength of the local economy.
Allowance for Loan Losses. The allowance for loan losses is an amount that
management currently believes will be adequate to absorb estimated inherent
losses in the Bank's loan portfolio. Changes in the Bank's allowance for loan
losses for each of the five years in the period ended December 31, 2001 and the
allocation of the Bank's allowance for loan losses by loan type at the end of
each of these years can be found in "Note C - Loans" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
The allowance for loan losses is established through provisions for loan
losses charged against income and reductions in the allowance are credited to
income. Amounts deemed to be uncollectible are charged against the allowance for
loan losses, and subsequent recoveries, if any, are credited to the allowance.
The allocated component of the allowance for loan losses represents impairment
losses identified as a result of selectively reviewing individual credits plus
losses on loans that have not been specifically reviewed but rather determined
on a pooled basis taking into account a variety of factors including historical
losses; levels of and trends in delinquencies and nonaccruing loans; trends in
volume and terms of loans; changes in lending policies and procedures;
experience, ability and depth of lending staff; national and local economic
conditions; concentrations of credit; and environmental risks. The unallocated
or general component of the allowance is designed to cover losses in the
portfolio that have not otherwise been identified through the review of specific
loans or pools of loans.
The amount of future chargeoffs and provisions for loan losses will be
affected by, among other things, local economic conditions. Such conditions
affect the financial strength of the Bank's borrowers and the value of real
estate collateral securing the Bank's mortgage loans. In addition, future
provisions and chargeoffs could be affected by environmental impairment of
properties securing the Bank's mortgage loans. Loans secured by real estate
represent approximately 79% of total loans outstanding at December 31, 2001.
Environmental audits for commercial mortgages were instituted by the Bank in
1987. Under the Bank's current policy, an environmental audit is required on
practically all commercial-type properties that are considered for a mortgage
loan. At the present time, the Bank is not aware of any existing loans in the
portfolio where there is environmental pollution originating on the mortgaged
properties that would materially affect the value of the portfolio.
Investment Activities
General. The investment policy of the Bank, as approved by the Board of
Directors and supervised by both the Board and the Management Investment
Committee, is intended to promote investment practices which are both safe and
sound and in full compliance with the Federal Financial Institutions Examination
Council (FFIEC) Supervisory Policy Statement on Investment Securities and
End-User Derivative Activities and all other applicable regulations. Investment
authority will be granted and amended as is necessary by the Board of Directors.
The Bank's investment decisions seek to maximize income while keeping both
credit and market risk at acceptable levels, provide for the Bank's liquidity
needs, assist in managing interest rate sensitivity, and provide securities that
can be pledged, as needed, to secure deposits or borrowing lines.
3
The Bank's investment policy limits individual maturities to fifteen years
and average lives, in the case of collateralized mortgage obligations (CMOs) and
other mortgage-backed securities, to 10 years. At the time of purchase, bonds of
states and political subdivisions must generally be rated A or better, notes of
states and political subdivisions must generally be rated MIG-2 (or equivalent)
or better, and commercial paper must be rated A-1 or P-1. In addition,
management periodically reviews issuer credit ratings for all securities in the
Bank's portfolio other than those issued by the U.S. government or its agencies.
Any significant deterioration in the creditworthiness of an issuer will be
analyzed and action will be taken if deemed appropriate. The Bank has not
engaged in the purchase and sale of securities for the primary purpose of
producing trading profits and its current investment policy does not allow such
activity.
At December 31, 2001, the Bank had net unrealized gains of $5,455,000 in
its held-to-maturity portfolio, consisting of gross unrealized gains of
$5,856,000 and gross unrealized losses of $401,000. The unrealized gains and
losses were principally caused by decreases and increases, respectively, in
interest rates since the securities were purchased. The Bank intends and expects
to be able to hold these securities to maturity and therefore expects that
neither the unrealized gains nor the unrealized losses will ever be realized.
Portfolio Composition. The composition of the Bank's investment portfolio
can be found in "Note B - Investment Securities" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
Maturity Information. The maturities and weighted average yields of the
Bank's investment securities at December 31, 2001 can be found in "Note B -
Investment Securities" to the Corporation's consolidated financial statements
which have been incorporated by reference into "Item 8. Financial Statements and
Supplemental Data" of this Form 10-K.
The Bank received dividends on its Federal Reserve Bank stock of $6,924 in
2002 representing a yield of 6.00%.
Sources of Funds
General. The Bank's primary sources of funds are deposits, maturity and
redemption of investment securities, interest earned on investment securities
and federal funds sold, collection of principal and interest on loans, retained
earnings, and other funds provided from operations.
The Bank offers checking and interest-bearing deposit products. In addition
to business checking, the Bank has a variety of personal checking products
including "First Class", "Prime", regular, budget, senior citizen and special
checking. Among other things, the personal products differ in minimum balance
requirements, monthly maintenance fees, and per check charges. The
interest-bearing deposit products, which have a wide range of interest rates and
terms, consist of checking, including interest on lawyer accounts (IOLA); escrow
service accounts; rent security accounts; three money-market-type products,
including a traditional money market savings account, "Select Savings" - a
statement savings account that earns a money market rate, and "Diamond Savings"
- - a passbook savings account that earns a money market rate; traditional
statement savings; traditional passbook savings; savings certificates (3 month,
6 month and 1 to 6 year terms); large and jumbo certificates; holiday club
accounts; and individual retirement accounts (savings certificates with terms of
1 to 6 years).
Total certificates of deposits, the majority of which mature within one
year, were $34,618,000, or 5.7% of total deposits, at December 31, 2001.
Certificates of deposit in amounts of $100,000 or more were $13,596,000 at
December 31, 2001, or 2.2% of total deposits.
The Bank relies primarily on customer service, calling programs,
competitive pricing, and advertising to attract and retain deposits. Currently,
the Bank solicits deposits only from its local market area and does not have any
deposits which qualify as brokered deposits under applicable Federal
regulations. The flow of deposits is influenced by general economic conditions,
changes in interest rates and competition.
Classification of Average Deposits. The Bank's average deposit balances by
major classification can be found in "Note E - Deposits" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
Remaining Maturities of Time Deposits. The remaining maturities of the
Bank's time deposits in amounts of $100,000 or more at December 31, 2001 can be
found in "Note E - Deposits" to the Corporation's consolidated financial
statements which have been incorporated by reference into "Item 8. Financial
Statements and Supplemental Data" of this Form 10-K.
Competition
The heavy concentration of financial institutions in Nassau and Suffolk
Counties has led to keen competition for both loans and deposits. Competition
in originating commercial loans comes primarily from commercial institutions
located in the Bank's market area. The Bank competes for commercial loans on the
basis of the quality of service it provides to borrowers, the interest rates and
loan fees it charges, and the types of loans it offers.
4
The Bank attracts all of its deposits through its banking offices primarily
from the communities in which those banking offices are located. Competition for
deposits is principally from other commercial banks, savings banks, brokerage
firms and credit unions located in these communities. The Bank competes for
these deposits by offering a variety of account alternatives at competitive
rates, a competitive service charge schedule, a high level of customer service
and convenient branch locations.
Employees
As of December 31, 2001, the Bank had 187 full-time equivalent employees
and considers employee relations to be satisfactory. Employees of the Bank are
not represented by a collective bargaining unit.
Regulation
The Corporation is subject to the regulation and supervision of the Federal
Reserve Board and the Securities and Exchange Commission. The primary banking
agency responsible for regulating the Bank is the Comptroller of the Currency.
The Bank is also subject to regulation and supervision by the Federal Reserve
Board and the Federal Deposit Insurance Corporation.
ITEM 2. PROPERTIES
The Corporation neither owns nor leases any real estate. Office facilities
of the Corporation are located at 10 Glen Head Road, Glen Head, NY in a building
owned by the Bank.
The Bank's designated main office is located at 253 New York Avenue,
Huntington, New York. Including the main office, the Bank owns a total of ten
buildings in fee and occupies thirteen other facilities under lease
arrangements. All of the facilities owned or leased by the Bank are in Nassau,
Suffolk Counties New York.
The Corporation believes that the physical facilities of the Bank are
suitable and adequate at present and are being fully utilized.
ITEM 3. LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to the business, it is
believed that there are no material legal proceedings, either individually or in
the aggregate, to which the Corporation or the Bank is a party or to which any
of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None were submitted to a vote of security holders during the fourth quarter
of 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock trades on the Nasdaq SmallCap Market tier of
the Nasdaq Stock Market ("Nasdaq") under the symbol "FLIC". The table appearing
on page 1 of the Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 2001 showing the high and low sales prices, by quarter, for
the years ended December 31, 2001 and 2000 is incorporated herein by reference.
On March 12, 2002, there were 2,788,564 shares of the Corporation's common
stock outstanding with 705 holders of record. The holders of record include
banks and brokers who act as nominees, each of whom may represent more than one
stockholder.
During 2001 and 2000, the Corporation declared semi-annual cash dividends
aggregating $.81 and $.72 per share, respectively.
Trading in the Corporation's common stock is limited. The total trading
volume for 2001 as reported by Nasdaq was 356,272 shares, with an average daily
volume of 1,437 shares. During 2001, the Corporation purchased 118,951 shares
under its share repurchase program, 84,000 of which were purchased in market
transactions. These market purchases represent approximately 24% of the total
trading volume reported by Nasdaq. Although the Corporation has had a stock
repurchase program since 1988, if the Company discontinues the program it could
adversely affect market liquidity for the Corporation's common stock, the price
of the Corporation's common stock, or both.
For a further discussion of the Corporation's share repurchase program,
including its impact on earnings per share, please see the "Overview" and
"Capital" sections of Management's Discussion and Analysis of Financial
Condition and Results of Operations and "Note A" to the Corporation's
consolidated financial statements, both of which are included in the
Corporations Annual Report to Shareholders for the fiscal year ended December
31, 2001.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" appearing on page 1 of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 2001 is
incorporated herein by reference.
The Corporation's dividend payout ratio was 23.14%, 22.86% and 19.81% for
2001, 2000 and 1999, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 9 through 18 of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 2001 is incorporated
herein by reference.
5
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk information included in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and appearing on
pages 16 through 18 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2001 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and report of independent public
accountants appearing on pages 20 through 42 of Corporation's Annual Report to
Shareholders for the fiscal year ended December 31, 2001 are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"ELECTION OF DIRECTORS" appearing on pages 3 through 5 and "MANAGEMENT"
appearing on page 8 of Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held April 16, 2002 are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
"COMPENSATION OF DIRECTORS", "BOARD COMPENSATION COMMITTEE REPORT",
"COMPENSATION OF EXECUTIVE OFFICERS", "SUMMARY COMPENSATION TABLE",
"COMPENSATION PURSUANT TO PLANS", and "PERFORMANCE GRAPH" appearing on pages 5
and 6 and 9 through 18 of the Registrant's Proxy Statement for its Annual
Meeting of Stockholders to be held April 16, 2002 are incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS" appearing on Pages 1 through
3 of Registrant's Proxy Statement for its Annual Meeting of Stockholders to be
held April 16, 2002 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"TRANSACTIONS WITH MANAGEMENT AND OTHERS" appearing on pages 18 and 19 of
Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held
April 16, 2002 is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements
The following consolidated financial statements of the Corporation and its
subsidiary, and Report of Independent Public Accountants thereon, as required by
Item 8 of this report are incorporated herein by reference.
o Consolidated Balance Sheets - December 31, 2001 and 2000
o Consolidated Statements of Income - Years ended December 31, 2001, 2000 and
1999
o Consolidated Statement of Changes in Stockholders' Equity - Years ended
December 31, 2001, 2000 and 1999
o Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000
and 1999
o Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
None Applicable.
(a) 3. Listing of Exhibits
The following exhibits are submitted herewith.
Exhibit No. Name Exhibits
- ----------- ---- --------
3(i) Certificate of Incorporation, as amended *
3(ii) By-laws, as amended **
10.1 Incentive Compensation Plan ***
10.2 1986 Stock Option and Appreciation Rights
Plan ****
10.3 1996 Stock Option and Appreciation Rights
Plan *****
6
Exhibit No. Name Exhibits
- ----------- ---- --------
10.4 Amendment to 1996 Stock Option and
Appreciation Rights Plan dated February
20, 2001 ******
10.5 Employment Agreement between Registrant
and J. William Johnson, dated January 31,
1996, as amended December 18, 1996,
January 2, 1998, and January 6, 1999 *******
10.6 Employment Agreement between Registrant
and Arthur J. Lupinacci, Jr. dated July 1,
1999 ********
10.7 Employment Agreement between Registrant
and Donald L. Manfredonia dated January 1,
2002 Included herein
10.8 Employment Agreement between Registrant
and Joseph G. Perri, dated January 1, 2002 Included herein
10.9 Special Severance Agreement between
Registrant and Richard Kick, dated January
1, 2002 Included herein
10.10 Special Severance Agreement between
Registrant and Mark D. Curtis, dated
January 1, 2002 Included herein
10.11 Special Severance Agreement between
Registrant and Brian J. Keeney, dated
January 1, 2002 Included herein
13 Registrant's Annual Report to Shareholders
for the fiscal year ended December 31,
2001 Included herein
21 Subsidiary of Registrant Included herein
23 Consent of Independent Public Accountants Included herein
99.1 Notice of 2002 Annual Meeting and Proxy
Statement *********
99.2 Letter to Commission Pursuant to Temporary
Note 3T Included herein
*Previously filed as part of Report on Form 10-K for 1998, filed on March 29,
1999, as exhibit 3(i), which exhibit is incorporated herein by reference.
**Previously filed as part of Report on Form 10-K for 1999, filed on March 29,
2000, as exhibit 3(ii), which exhibit is incorporated herein by reference.
***"Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 13 and 9, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 16, 2002 are
incorporated herein by reference.
****Previously filed as an exhibit to Form 10-K which exhibit is incorporated
herein by reference.
*****Previously filed as part of Report on Form 10-K for 1995, filed on March
22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference.
******Previously filed as part of Report on Form 10-K for 2000, filed on March
27, 2001, as Exhibit 10.4, which exhibit is incorporated herein by reference.
*******Employment agreement previously filed as part of Report on Form 10-K for
1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is incorporated
herein by reference. The December 18, 1996, January 2, 1998, and January 6, 1999
amendments to Mr. Johnson's employment agreement each involved an increase in
Mr. Johnson's base annual salary, the dollar amounts of which were previously
disclosed in Form 10-K. Mr. Johnson's current base annual salary is disclosed in
Exhibit 99 to this Form 10-K filing.
********Previously filed as part of Report on Form 10-K for 1999, filed on March
29, 2000, as exhibit 10.5, which exhibit is incorporated herein by reference.
Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99 to this
Form 10-K filing.
*********The Corporation's Proxy Statement for its Annual Meeting of
Stockholders to be held April 16, 2002 was submitted in electronic format on
March 6, 2002 and is incorporated herein by reference.
(b) Reports on Form 8-K
None
(c) Exhibits
Exhibits as listed under 14(a) 3. above are submitted as a separate section
of this report.
(d) Financial Statement Schedules - None
7
Signatures
Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE FIRST OF LONG ISLAND CORPORATION
(Registrant)
Dated: March 28, 2002 By /s/ J. WILLIAM JOHNSON
----------------------------------
J. WILLIAM JOHNSON, President
(principal executive officer)
By /s/ MARK D. CURTIS
----------------------------------
MARK D. CURTIS, Senior Vice
President and Treasurer
(principal financial officer and
principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signatures Titles Date
- ---------- ------ ----
/s/ J. WILLIAM JOHNSON President, Chairman MARCH 28, 2002
- --------------------------- of the Board, Chief
J. William Johnson Executive Officer
/s/ ALLEN E. BUSCHING Director MARCH 28, 2002
- ---------------------------
Allen E. Busching
/s/ PAUL T. CANARICK Director MARCH 28, 2002
- ---------------------------
Paul T. Canarick
/s/ BEVERLY ANN GEHLMEYER Director MARCH 28, 2002
- ---------------------------
Beverly Ann Gehlmeyer
/s/ HOWARD THOMAS HOGAN, JR. Director MARCH 28, 2002
- ---------------------------
Howard Thomas Hogan, Jr.
/s/ J. DOUGLAS MAXWELL, JR. Director MARCH 28, 2002
- ---------------------------
J. Douglas Maxwell, Jr.
/s/ JOHN R. MILLER III Director MARCH 28, 2002
- ---------------------------
John R. Miller III
/s/ WALTER C. TEAGLE III Director MARCH 28, 2002
- ---------------------------
Walter C. Teagle III
8
EXHIBIT INDEX
EXHIBIT BEGINS
ON SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------------
3(i) Certificate of Incorporation, as amended *
3(ii) By-laws, as amended **
10.1 Incentive Compensation Plan ***
10.2 1986 Stock Option and Appreciation Rights Plan ****
10.3 1996 Stock Option and Appreciation Rights Plan *****
10.4 Amendment to 1996 Stock Option and Appreciation
Rights Plan dated February 20, 2001 ******
10.5 Employment Agreement Between Registrant and J.
William Johnson, dated January 31, 1996, as
amended December 18, 1996, January 2, 1998, and
January 6, 1999 *******
10.6 Employment Agreement between Registrant and
Arthur J. Lupinacci, Jr., dated July 1, 1999 ********
10.7 Employment Agreement between Registrant and
Donald L. Manfredonia, dated January 1, 2002 10
10.8 Employment Agreement between Registrant and
Joseph G. Perri, dated January 1, 2002 15
10.9 Special Severance Agreement between Registrant
and Richard Kick, dated January 1, 2002 20
10.10 Special Severance Agreement between Registrant
and Mark D. Curtis, dated January 1, 2002 25
10.11 Special Severance Agreement between Registrant
and Brian J. Keeney, dated January 1, 2002 30
13 Registrant's Annual Report to Shareholders for
the fiscal year ended December 31, 2001 35
21 Subsidiary of Registrant 92
23 Consent of Independent Public Accountants 94
99.1 Notice of 2002 Annual Meeting and Proxy
Statement *********
99.2 Letter to Commission Pursuant to Temporary Note 3T 96
*Previously filed as part of Report on Form 10-K for 1998, filed on March 29,
1999, as exhibit 3(i), which exhibit is incorporated herein by reference.
**Previously filed as part of Report on Form 10-K for 1999, filed on March 29,
2000, as exhibit 3(ii), which exhibit is incorporated herein by reference.
*** "Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 13 and 9, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 16, 2002 are
incorporated herein by reference.
****Previously filed as an exhibit to Form 10-K which exhibit is incorporated
herein by reference.
***** Previously filed as part of Report on Form 10-K for 1995, filed on March
22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference.
****** Previously filed as part of Report on Form 10-K for 2000, filed on March
27, 2001, as Exhibit 10.4, which exhibit is incorporated herein by reference.
******* Employment agreement previously filed as part of Report on Form 10-K
for 1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is
incorporated herein by reference. The December 18, 1996, January 2, 1998, and
January 6, 1999 amendments to Mr. Johnson's employment agreement each involved
an increase in Mr. Johnson's base annual salary, the dollar amounts of which
were previously disclosed in Form 10-K. Mr. Johnson's current base annual salary
is disclosed in Exhibit 99 to this Form 10-K filing.
******** Previously filed as part of Report on Form 10-K for 1999, filed on
March 29, 2000, as exhibit 10.5, which exhibit is incorporated herein by
reference. Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99
to this Form 10-K filing.
*********The Corporation's Proxy Statement for its Annual Meeting of
Stockholders to be held April 16, 2002 was submitted in electronic format on
March 6, 2002 and is incorporated herein by reference.
9