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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER 1-10458
NORTH FORK BANCORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3154608
- - - - - - ------------------- -------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
275 BROAD HOLLOW ROAD, MELVILLE, NEW YORK 11747
- - - - - - ------------------------------------------ -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (631) 844-1004
---------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- - - - - - ------------------- -----------------------------------------
COMMON STOCK, PAR NEW YORK STOCK EXCHANGE
VALUE $.01
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(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 requirements for the past 90 days.
(X) Yes ( ) 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. ( )
As of March 26, 2001, there were 161,887,673 shares of the Registrant's
common stock outstanding. The aggregate market value of the Registrant's common
stock (based on the average stock price on March 26, 2001) held by
non-affiliates was approximately $3,894,178,085.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
specified parts of this Annual Report:
North Fork Bancorporation, Inc. 2000 Annual Report to Shareholders -
Parts I, II and IV.
North Fork Bancorporation, Inc. 2001 Definitive Proxy Statement for its
annual meeting of Stockholders to be held on May 1, 2001- Part III
CAUTIONARY STATEMENT UNDER FEDERAL SECURITIES LAWS: This document and
other documents filed by the Company with the Securities and Exchange Commission
("SEC") have forward-looking statements. In addition, the Company's senior
management may make forward-looking statements orally to analysts, investors,
the media, and others. Forward-looking statements might include one or more of
the following:
- Projections of revenues, income, earnings per share, capital
expenditures, dividends, capital structure, or other financial items;
- Descriptions of plans or objectives of management for future
operations, products, or services, including pending acquisition
transactions;
- Forecasts of future economic performance; and
- Descriptions of assumptions underlying or relating to any of the
foregoing.
Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts. They often include words
such as "believe", "expect", "anticipate", "intend", "plan", "estimate", or
words of similar meaning, or future or conditional verbs such as "will",
"would", "should", "could", or "may".
Forward-looking statements present the Company's expectations or
predictions of future conditions, events or results. They are not guarantees of
future performance. By their nature, forward-looking statements are subject to
risks and uncertainties. There are a number of factors, many of which are beyond
the Company's control, that could cause actual conditions, events, or results to
differ significantly from those described in the forward-looking statements.
Factors that may cause or contribute to such differences include, among
others, the following possibilities: (1) changes in general business and
economic conditions on both a regional and national level; (2) increased
competition in terms of the products and services the Company offers and the
markets in which the Company conducts its business; (3) changes in the interest
rate environment, which may impact interest margins; and (4) accounting, tax,
legislative, regulatory, and technological changes may also affect the business
in which the Company is engaged.
Forward-looking statements speak only as of the date they are made. The
Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
are made.
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PART I
ITEM 1 - BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
North Fork Bancorporation, Inc. (the "Company"), with its executive
headquarters located in Melville, New York, is a multi-bank holding company
organized under the laws of the State of Delaware in 1980 and registered under
the Bank Holding Company Act of 1956, as amended. The Company's primary bank
subsidiary, North Fork Bank ("North Fork"), operates through 148 full-service
retail-banking facilities located in the New York metropolitan area. North Fork
focuses on providing superior customer service to both personal and commercial
clients by offering the convenience of electronic banking as well as an array of
financial products and brokerage/investment management services through its
non-bank subsidiaries, Compass Investment Services Corp. ("Compass") and Amivest
Corporation ("Amivest"). The Company's other bank subsidiary, Superior Savings
of New England, N.A. ("Superior"), a nationally chartered bank headquartered in
the Connecticut county of New Haven, operates from two locations. In July 2000,
Superior's charter was changed from a Connecticut State chartered savings bank
to a nationally chartered bank. Superior conducts an electronic banking
operation focused on gathering deposits throughout the northeast.
On February 13, 2001, the Company entered into an Agreement and Plan of
Reorganization with Commercial Bank of New York ("CBNY"), whereby it would
acquire CBNY for approximately $175 million in cash. The transaction will be
treated as a purchase for financial reporting purposes and is expected to close
in the third quarter of 2001. The Company's operating results in 2001 are not
expected to be materially affected by the acquisition. At December 31, 2000,
CBNY had $1.5 billion in total assets, $.5 billion in loans, and $1.3 billion in
deposits, and $101 million in capital. CBNY operates from 14 retail-banking
facilities in the New York metropolitan area, including 11 in the New York City
borough of Manhattan.
On September 28, 2000, the Board of Directors, after considering the
ability to consistently generate excess capital from earnings, approved a share
repurchase program of up to 17.1 million, or 10%, of the Company's common
shares. As of December 31, 2000, 14.1 million shares were repurchased at an
average cost of $19.80. The capital ratios remain well in excess of regulatory
requirements.
On February 18, 2000, Reliance Bancorp, Inc. ("Reliance"), the parent
company of Reliance Federal Savings Bank, was merged with and into the Company
in accordance with the purchase method of accounting. Under the purchase method
of accounting, the accompanying consolidated statements of income include the
results of operations for Reliance subsequent to the acquisition date. The
consolidated balance sheet reflects the assets and liabilities of Reliance at
their estimated fair values as of the purchase date. The Company issued 2.0
shares of its common stock for each share of Reliance's common stock
outstanding. The Company reissued from its treasury account 17.1 million common
shares in satisfaction of the Reliance exchange ratio and reserved for issuance
1.4 million common shares for Reliance's outstanding stock options at the merger
date. Reliance had $2.4 billion in total assets, $.9 billion in net loans, $1.5
billion in deposits, and $175 million in capital. Reliance Federal Savings Bank
operated from 29 retail banking facilities throughout Suffolk and Nassau
counties, New York, as well as in the New York City borough of Queens. The
excess of the Company's cost over the fair value of net assets acquired was
approximately $285.7 million and is being amortized on a straight-line basis
over 20 years.
On February 29, 2000, JSB Financial, Inc. ("JSB"), the parent company
of Jamaica Savings Bank, was merged with and into the Company in accordance with
the pooling-of-interests method of accounting. The Company issued 3.0 shares of
common stock for each share of JSB's common stock outstanding. Accordingly, the
Company issued 28.3 million of its common shares, simultaneously retired 6.6
million shares of JSB's common stock held in treasury and reserved 2.4 million
common shares for JSB's outstanding stock options at the merger date.
Additionally, the Company needed to reissue a sufficient number of shares of its
treasury stock prior to the consummation of the merger, in order that the merger
qualify for pooling-of-interests accounting treatment. The necessary treasury
shares were reissued on February 18, 2000, in connection with the Reliance
transaction.
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PART I (CONTINUED)
ITEM 1 - BUSINESS (CONTINUED)
GENERAL DEVELOPMENT OF BUSINESS (CONTINUED)
JSB had $1.7 billion in total assets, $1.3 billion in loans, $1.1 billion in
deposits, and $376.4 million in capital. Jamaica Savings Bank operated from 13
retail-banking facilities in the New York City boroughs of Manhattan and Queens
and in Nassau and Suffolk counties, New York.
On March 5, 2000, the Company announced its intention to commence an
offer (the "Offer") to exchange .9302 shares of the Company's common stock and
$2.00 in cash for each outstanding share of common stock of Dime Bancorp, Inc.,
a Delaware corporation ("Dime"), the parent company of Dime Savings Bank of New
York, FSB ("Dime Savings Bank"). On September 29, 2000, without the conditions
to the Offer being satisfied, the Company allowed the offer to expire. The
Company instructed its exchange agent to return promptly all Dime shares
tendered pursuant to the Offer and not withdrawn. The Company also announced
that it terminated the investment agreement with FleetBoston Financial
Corporation ("FleetBoston") in which FleetBoston would have invested $250
million in the Company in connection with the Offer. On October 2, 2000, the
Company formally requested that the SEC withdraw its registration statement on
Form S-4. Dime related expenses incurred during the year were $13.5 million.
In June 1998, the Company completed its first non-bank acquisition with
the purchase of Amivest Corporation ("Amivest"), a privately held investment
management firm located in New York City. At the date of acquisition, Amivest
had approximately $700 million in assets under management.
In March 1998, New York Bancorp Inc. ("NYB"), the parent company of
Home Federal Savings Bank ("Home"), was merged with and into the Company in
accordance with the pooling-of-interests method of accounting. Pursuant to the
merger agreement, the Company issued 39.9 million shares of its common stock to
NYB shareholders, as adjusted, for the 3-for-2 stock split and simultaneously
retired 12.7 million shares, as adjusted, of NYB's common stock held in treasury
as of the merger date. NYB had $3.4 billion in total assets, $2.0 billion in net
loans, $1.7 billion in deposit liabilities, $140.3 million in capital and
operated 35 branches in the New York City boroughs of Brooklyn, Queens, and
Richmond as well as Nassau and Suffolk counties of New York.
In anticipation of its merger with NYB, the Company enhanced its
regulatory capital ratios through the issuance of $100 million of 8.0% Capital
Pass-Through Securities ("Capital Securities") in December 1997. In December
1996, the Company also issued $100 million of 8.70% Capital Securities. In April
1998, Reliance issued $50 million of 8.17% capital securities and, as a result
of the Reliance acquisition in February 2000, the Company assumed $45 million
and retired $5 million of these capital securities. At December 31, 2000, the
carrying value of these Capital Securities qualified as Tier 1 capital.
In December 1997, the Company acquired Superior, formerly Branford
Savings Bank; a Connecticut chartered savings bank, in a purchase transaction.
Superior conducts an electronic banking operation focused on gathering deposits
throughout the northeast. At December 31, 1997, Superior had total assets of
$179 million, deposits of $160 million, and stockholders' equity of $16.6
million. In October 1998, four of the five Superior branches and $67 million in
deposit liabilities were sold for a deposit premium of 9%. The net gain on the
sale of the branches was approximately $5.8 million and was utilized to reduce
goodwill arising from the original purchase. In July 2000, Superior's charter
was changed from a Connecticut state-chartered savings bank to a national bank.
In December 1996, North Side Savings Bank ("North Side") was merged
with and into North Fork in accordance with the pooling-of-interests method of
accounting. North Side had $1.6 billion in total assets, $1.2 billion in deposit
liabilities, $124.4 million in capital and operated seventeen full-service
banking facilities in the New York City boroughs of Bronx and Queens, as well as
Nassau and Suffolk counties of New York. Pursuant to the merger agreement, the
Company issued 22.7 million shares of its common stock to North Side
shareholders.
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PART I (CONTINUED)
ITEM 1 - BUSINESS (CONTINUED)
GENERAL DEVELOPMENT OF BUSINESS (CONTINUED)
In March 1996, North Fork acquired the domestic commercial banking
business of Extebank ("Extebank") in a purchase transaction. Extebank had $388
million in total assets, $200 million in net loans, $348 million in deposit
liabilities, $30 million in capital and operated eight full-service banking
facilities in the metropolitan New York area, including Manhattan. Additionally,
in March 1996 North Fork acquired ten Long Island branches of First Nationwide
Bank, and assumed $572 million of deposit liabilities for which it paid a
deposit premium of 6.35%.
In addition to its commercial and electronic banking operations, the
Company owns several non-bank subsidiaries, directly or through North Fork, none
of which accounted for a significant portion of the Company's consolidated
assets as of December 31, 2000 and 1999, nor contributed significantly to the
Company's consolidated results of operations for each of the years in the three
year period ended December 31, 2000.
The Company, through its primary subsidiary North Fork and its
brokerage/investment management subsidiaries, Compass and Amivest, provides a
variety of banking and financial service products to middle market and small
business organizations, local governmental units, and retail customers in the
New York metropolitan area. North Fork's equipment and lease finance company,
All Points Capital Corp., provides lease finance products and programs on a
national basis to qualified third party originators. All Points, during its
first year of operations, originated $263 million in loans through its national
distribution network. Superior conducts an electronic banking operation focused
on gathering deposits throughout the northeast. The Company's major competitors
across the entire line of its products and services are local branches of large
money-center banks headquartered in New York City and other major commercial
banks headquartered in New York State and elsewhere. North Fork also competes
with other independent commercial banks in its marketplace for loans and
deposits; with local savings and loan associations and savings banks for
deposits and mortgage loans; with credit unions for deposits and consumer loans;
with insurance companies and money market funds for deposits; and with local
consumer finance organizations and the financing affiliates of consumer goods
manufacturers (especially automobile manufacturers) for consumer loans. In
setting rate structures for loan and deposit products, management refers to a
wide variety of financial information and indices, including the rates charged
or paid by the major money-center banks, both locally and in the commercial
centers, and the rates fixed periodically by smaller, local competitors.
Superior competes with financial institutions that conduct electronic banking
throughout the northeast for deposits.
The Company and its subsidiaries, in their normal course of business,
are subject to various regulatory statutes and guidelines. Additional
information is set forth in the portions of the Company's 2000 Annual Report to
Shareholders (included herein as Exhibit 13) entitled "Capital" (page 27) in
Management's Discussion and Analysis and "Note 14 - Regulatory Matters" (pages
60-61) which portions are incorporated herein by reference.
As of December 31, 2000, the Company and its consolidated subsidiaries
had 2,293 full-time equivalent employees.
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ITEM 2 - PROPERTIES
The executive and administrative offices of the Company and its
subsidiaries are located at 275 Broad Hollow Road, Melville, New York. The
Company currently leases 105,341 square feet of the facility, representing
approximately 85% of its rentable space.
North Fork maintains its data processing and operations center in a
52,400 square foot, owned facility, located at 9025 Main Road, Mattituck, New
York.
Superior is headquartered in an owned facility, located at 45 South
Main Street, Branford, Connecticut.
At December 31, 2000, the Company's bank subsidiaries owned 76 of their
branch offices (see "Note 6 - Premises and Equipment" (page 48) of the Company's
2000 Annual Report to Shareholders which portion is incorporated herein by
reference) and leased 80 branch offices under various lease arrangements
expiring at various times through 2016 (see "Note 16 - Other Commitments and
Contingent Liabilities (b) Lease Commitments" (page 63) of the Company's 2000
Annual Report to Shareholders which portion is incorporated herein by
reference). The Company is also obligated under various other leases for
facilities that have been vacated, as a result of its consolidation of
operations following its merger and acquisition activities. The facilities owned
or occupied under a lease are considered by management to be well located and
suitably equipped to serve as banking and financial services facilities.
ITEM 3 - LEGAL PROCEEDINGS
The Company was a party to six separate lawsuits in connection with its
offer to acquire all of the outstanding common stock of Dime Bancorp, Inc.
("Dime"). On September 29, 2000, the Company allowed its offer to acquire Dime
to expire. The current status of each of these lawsuits is as follows:
DELAWARE LITIGATION. On March 6, 2000, the Company filed a complaint in
the Delaware Court of Chancery against Dime and several of Dime's directors
alleging that the Dime's board of directors breached its fiduciary duties by
taking certain actions with respect to the then-pending merger between Dime and
Hudson United Bancorp. On October 30, 2000, the Company voluntarily discontinued
its claim without prejudice.
DIME ANTITRUST LITIGATION. On March 10, 2000, Dime filed a complaint in
the Supreme Court of the State of New York, County of New York, against the
Company and FleetBoston, alleging violations of New York State antitrust laws.
On October 11, 2000, Dime voluntarily discontinued its claim without prejudice.
DIME FEDERAL SECURITIES LITIGATION. On March 21, 2000, Dime filed suit
in the United States District Court for the Eastern District of New York against
the Company and members of its board of directors in connection with alleged
false and misleading statements contained in documents distributed by the
Company to Dime's stockholders. On April 24, 2000, the Company filed a
counterclaim in the District Court against Dime for alleged false and misleading
statements in documents sent by Dime to its stockholders. On October 27, 2000,
Dime and the Company filed a joint stipulation voluntarily dismissing their
respective claims without prejudice.
DIME LITIGATION AGAINST SALOMON SMITH BARNEY. On March 29, 2000 Dime
filed a lawsuit in the Supreme Court of New York, County of New York against
Salomon Smith Barney Inc. ("Salomon"), whom the Company had engaged as a
financial advisor and co-dealer manager in connection with the Offer. On May 15,
2000, Dime filed a First Amended Complaint with the Supreme Court of New York
naming both Salomon and the Company as defendants. On September 13, 2000, the
Supreme Court of New York denied a motion by the Company to dismiss Dime's
amended complaint. The Company denied Dime's allegations. On October 19, 2000,
Dime moved for partial summary judgment against Salomon on the issue of
liability on its claim that Salomon breached its contract with Dime. On October
30, 2000, Salomon moved for summary judgment in its favor and against Dime. On
December 7, 2000, the Supreme Court of New York granted Dime's motion for
summary judgment and Salomon appealed. On December 7, 2000, Dime dismissed its
complaint as against the Company. However, Dime reserved its right to
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ITEM 3 - LEGAL PROCEEDINGS (CONTINUED)
reinstate its case against the Company in the event that the Appellate Division
found that Dime was not entitled to summary judgment as against Salomon. The
litigation against Salomon remains pending.
DIME SAVINGS EMPLOYEE LITIGATION. On May 8, 2000, Dime Savings Bank
filed a complaint in the Supreme Court of New York alleging breach of contract
against the Company and North Fork Bank. On October 16, 2000, the Court denied
the Company's motion to dismiss the complaint but granted North Fork Bank's
motion to dismiss the complaint. By stipulation filed March 19, 2001, Dime
dismissed its complaint against the Company with prejudice.
DELAWARE PROXY LITIGATION. On July 14, 2000, the Company filed a
complaint against Dime and certain members of Dime's board of directors in the
Court of Chancery of the State of Delaware. The complaint, among other things,
seeks (1) a declaratory judgment as to the effect of withhold votes cast at
Dime's 2000 annual meeting of stockholders, such that the Dime's nominees would
have the status of holdover directors, and (2) an order requiring Dime to hold
an election to fill seats now occupied by Dime's nominees at a timely convened
special meeting of stockholders or, in the alternative, no later than Dime's
2001 annual meeting of stockholders. On July 24, 2000, certain stockholders of
Dime filed a similar suit in the Court of Chancery of the State of Delaware. On
August 14, 2000, the Company moved for summary judgment. On September 13, 2000,
Dime filed its response to the motions for summary judgment filed by the Company
and the stockholder-plaintiffs. Dime also cross-moved for summary judgment
against the claims alleged in the complaints filed by the Company and the
stockholder-plaintiffs. Oral arguments on these motions were held on October 16,
2000. On November 7, 2000, the Court issued an opinion confirming the Company's
position that the class of directors of Dime nominated by Dime for re-election
at Dime's 2000 annual meeting of stockholders were not re-elected to a new three
year term and that such class of directors must stand for re-election at Dime's
2001 annual meeting of stockholders. On January 31, 2001, the Supreme Court of
Delaware affirmed the decision of the Court of Chancery. On February 20, 2001,
the Company and the stockholder-plaintiffs filed motions in the Court of
Chancery for an award of attorneys' fees and expenses incurred in prosecuting
this litigation. Those motions are currently pending.
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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders during the fourth
quarter of 2000.
ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, position and business experience during the past five years of
each of the executive officers of the Company as of January 1, 2001, are
presented in the following table. The officers are elected annually by the Board
of Directors.
Name Age Positions Held in Most Recent 5 Years
- - - - - - ---- --- -------------------------------------
John A. Kanas 54 Chairman, President and Chief Executive Officer of the Company and
North Fork, throughout the past five years.
John Bohlsen 58 Vice Chairman of the Company and North Fork. Mr. Bohlsen also has
been President of the Helm Development Corp., a real estate company,
throughout the past five years.
Daniel M. Healy 58 Executive Vice President and Chief Financial Officer of the Company
throughout the past five years.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is traded on the New York Stock Exchange
under the symbol NFB. As of March 26, 2001, there were 8,860 shareholders of
record of the Company's common stock.
For additional information regarding dividends and restrictions
thereon, and market price information, refer to the "Selected Financial Data"
(pages 10-11), and "Liquidity" (page 21) sections of Management's Discussion and
Analysis, the "Selected Statistical Data" (page 32), and "Note 14 - Regulatory
Matters" (page 60-61) of the Company's 2000 Annual Report to Shareholders which
portions are incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is set forth in "Selected
Financial Data" (pages 10-11) of the Company's 2000 Annual Report to
Shareholders which portions are incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is set forth in "Management's
Discussion and Analysis", (pages 12-31) of the Company's 2000 Annual Report to
Shareholders which portions are incorporated herein by reference.
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ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is set forth in Management's
Discussion and Analysis, (pages 12-31) of the Company's 2000 Annual Report to
Shareholders which portions are incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth under the captions
"Selected Statistical Data" (page 32); the Consolidated Financial Statements
(pages 33-38); the Notes to the Consolidated Financial Statements (pages 39-65);
the Independent Auditors' Report (page 66); and the Report of Management (page
67) of the Company's 2000 Annual Report to Shareholders which portions are
incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure as defined in Item 304 of Regulation S-K.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is set forth under the caption
"Election of Directors and Information with Respect to Directors and Officers"
(pages 4-7) in the Company's Definitive Proxy Statement for its Annual Meeting
of Stockholders to be held on Tuesday, May 1, 2001, which is incorporated herein
by reference, and in Part I of this report under the caption Item 4A "Executive
Officers of the Registrant".
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is set forth under the captions
"Compensation of Directors" (page 8), "Executive Compensation" (pages 9-25), and
"Retirement Plans" (pages 26-27) in the Company's Definitive Proxy Statement for
its Annual Meeting of Stockholders to be held on Tuesday, May 1, 2001, which is
incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth under the caption
"Certain Beneficial Ownership" and "Nominees for Director and Directors
Continuing in Office" (pages 3-7) in the Company's Definitive Proxy Statement
for its Annual Meeting of Stockholders to be held on Tuesday, May 1, 2001, which
is incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth under the caption
"Transactions with Directors, Executive Officers and Associated Persons" (page
27) in the Company's Definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on Tuesday, May 1, 2001, which is incorporated herein by
reference.
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements, including notes thereto,
and financial schedules of the Company, required in response to
this item as set forth in response to Part II, Item 8 of this
Annual Report are incorporated herein by reference to the
Company's 2000 Annual Report to Shareholders filed herewith as
Exhibit 13.
1. Financial Statements Page No.
-------------------- --------
Consolidated Statements of Income 33
Consolidated Balance Sheets 34
Consolidated Statements of Cash Flows 35-36
Consolidated Statements of Changes
in Stockholders' Equity 37
Consolidated Statements of
Comprehensive Income 38
Notes to Consolidated Financial Statements 39-65
Independent Auditors' Report 66
Report of Management 67
2. Financial Statement Schedules
Schedules to the consolidated financial statements required
by Article 9 of Regulation S-X and all other schedules to
the consolidated financial statements of the Company have
been omitted because they are either not required, are not
applicable or are included in the consolidated financial
statements or notes thereto, which are incorporated herein
by reference to the Company's 2000 Annual Report to
Shareholders filed herewith as Exhibit 13.
3. Exhibits
The exhibits listed on the Exhibit Index page of this Annual
Report are incorporated herein by reference or filed
herewith as required by Item 601 of Regulation S-K (each
management contract or compensatory plan or arrangement
listed therein is identified).
(b) There were no Current Reports on Form 8-K filed during the
fourth quarter of 2000.
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Pursuant to the requirements of Section 13 or 15(d) of this Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORTH FORK BANCORPORATION, INC.
BY: /s/ John A. Kanas
--------------------------------------
JOHN A. KANAS
President and Chief Executive Officer
Dated: March 27, 2001
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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 dates indicated.
Signature Title Date
- - - - - - --------- ----- ----
/s/ John A. Kanas Chairman of the Board, March 27, 2001
- - - - - - ----------------- President and Chief Executive
John A. Kanas Officer
(Principal Executive Officer)
/s/ Daniel M. Healy Director March 27, 2001
- - - - - - ------------------- Executive Vice President and
Daniel M. Healy Chief Financial Officer
(Principal Accounting Officer)
/s/ John Bohlsen Director March 27, 2001
- - - - - - ---------------- Vice Chairman of the Board
John Bohlsen
/s/ Irvin L. Cherashore Director March 27, 2001
- - - - - - -----------------------
Irvin L. Cherashore
/s/ Director March 27, 2001
- - - - - - ------------------
Park T. Adikes
/s/ Allan C. Dickerson Director March 27, 2001
- - - - - - ----------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director March 27, 2001
- - - - - - -------------------
Lloyd A. Gerard
/s/ Raymond A. Nielsen Director March 27, 2001
- - - - - - ----------------------
Raymond A. Nielsen
/s/ James F. Reeve Director March 27, 2001
- - - - - - ------------------
James F. Reeve
/s/ George H. Rowsom Director March 27, 2001
- - - - - - --------------------
George H. Rowsom
/s/ Dr. Kurt R. Schmeller Director March 27, 2001
- - - - - - -------------------------
Dr. Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director March 27, 2001
- - - - - - -------------------------
Raymond W. Terry, Jr.
13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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2.1 Agreement and Plan of Filed herewith.
Reorganization, dated as of
February 13, 2001 by and among
North Fork Bancorporation, Inc.,
North Fork Bank and
Commercial Bank of New York
3.1 Articles of Incorporation of North Previously filed on Form 10-K for the year ended
Fork Bancorporation, Inc. December 31, 1999, dated March 29, 2000, as
Exhibit 3.1 and incorporated herein by reference.
3.2 By-Laws of North Fork Bancorporation, Previously filed on Form 10-K for the year ended
Inc., as amended, effective October 29, December 31, 1998, dated March 29, 1999, as
1998. Exhibit 3.2 and incorporated herein by reference.
4.1 Prospectus included in the North Fork Previously filed with Post-Effective Amendment
Capital Trust I offer to exchange its No. 1 to the Registrants' registration statement on
8.70% Capital Trust Pass-Through Form S-4, dated May 2, 1997 (Registration No.
Securities, which have been registered 333-24419) and incorporated herein by reference.
under the Securities Act of 1933 for
all of its outstanding 8.70% original
Capital Trust Pass-Through Securities.
4.2 Prospectus for North Fork Capital Previously filed with Post-Effective Amendment
Trust II issuance of Capital Trust No. 1 to the Registrants' registration statement on
Pass-Through Securities. Form S-3, dated November 21, 1997 (Registration
No. 333-40311) and incorporated herein by
reference.
4.3 Prospectus for Reliance Capital Previously filed by Reliance Bancorp, Inc. on
Trust I, issuance of Capital Trust Form S-4, dated October 13, 1998 (Registration
Pass-Through Securities. No. 333-64219) and incorporated herein by
reference.
10.1 North Fork Bancorporation, Inc. Previously filed with Post-Effective Amendment
Dividend Reinvestment and Stock No. 1 to the Registrant's registration statement on
Purchase Plan, as amended. Form S-3, dated May 16, 1995 (Registration No.
33-54222) and incorporated herein by reference.
10.2(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated August 29,
1985 Incentive Stock Option Plan. 1985 (Registration No. 2-99984) and incorporated
herein by reference.
14
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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10.3(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated April
1989 Executive Management 17, 1990 (Registration No. 33-34372) and
Compensation Plan. incorporated herein by reference.
10.4(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated September 28,
401(k) Retirement Savings Plan, 1992 (Registration No. 33-52504) as amended by
as amended. Exhibit 4 to the Registrant's Registration Statement
on Form S-8 dated February 2, 1996 (Registration
No. 333-00675) and incorporated herein by
reference.
10.5(a) North Fork Bancorporation, Inc. Previously filed on Form S-8, dated May 4, 1994
1994 Key Employee Stock Plan. (Registration No. 33-53467), as amended by the
filing of Form S-8 dated June 7, 1996 (Registration
No. 333-05513) and incorporated herein by
reference.
10.6(a) Form of Change-in-Control Previously filed as Exhibit 10.2 to the Quarterly
Agreement, as entered into between Report on Form 10-Q for the quarter ended
North Fork Bancorporation, Inc. March 31, 1995, and incorporated herein by
and each of John A. Kanas, John reference.
Bohlsen and Daniel M. Healy, each
dated December 20, 1994.
10.7(a) Form of Non-Qualified Stock Option Previously filed on Form 10-K for the year ended
Agreement entered into between North December 31, 1999, dated March 29, 2000, as
Fork Bancorporation, Inc. and John A. Exhibit 10.10(a) and incorporated herein by
Kanas, John Bohlsen, and Daniel M. reference.
Healy Dated December 13, 1999.
10.8(a) Form of Restricted Stock Agreement, Previously filed on Form 10-K for the year ended
entered into between North Fork December 31, 1999, dated March 29, 2000, as
Bancorporation, Inc. and John A. Exhibit 10.11(a) and incorporated herein by
Kanas, John Bohlsen, and Daniel M. reference.
Healy dated December 13, 1999.
10.9(a) North Fork Bancorporation, Inc. 1999 Previously filed on Form 10-K for the year ended
Stock Compensation Plan. December 31, 1999, dated March 29, 2000, as
Exhibit 10.12(a) and incorporated herein by ref.
15
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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10.10(a) North Fork Bancorporation, Inc. 1997 Previously filed on Form S-8, dated June 8, 1998
Non-Officer Stock Plan. (Registration No. 333-56329) and incorporated
herein by reference.
10.11(a) North Fork Bancorporation, Inc. 1998 Previously filed on Form 10-K for the year ended
Stock Compensation Plan, as amended. December 31, 1999, dated March 29, 2000, as
Exhibit 10.14(a) and incorporated herein by
reference.
10.12(a) Form of Consulting Agreement, as entered Previously filed on Form 10-K for the year ended
into between North Fork Bancorporation, December 31, 1999, dated March 29, 2000, as
Inc. and Raymond A. Nielsen, III dated Exhibit 10.15(a) and incorporated herein by
December 29, 1999. reference.
10.13(a) Form of Consulting Agreement, as entered Previously filed on Form 10-K for the year ended
into between North Fork Bancorporation, December 31, 1999, dated March 29, 2000, as
Inc. and Thomas M. O'Brien dated Exhibit 10.16(a) and incorporated herein by
December 31, 1999. reference.
10.14(a) Jamaica Savings Bank FSB Benefit Previously filed by JSB Financial, Inc. on Form
Restoration Plan (Amended and 10-K for the year ended December 31, 1994 and
Restated) incorporated herein by reference.
10.15(a) JSB Financial, Inc. 1996 Stock Option Previously filed by JSB Financial, Inc. on the
Plan Proxy Statement dated March 29, 1996, Appendix
A (pages 21-33), and incorporated herein by
reference.
10.16(a) Reliance Bancorp, Inc. 1994 Incentive Previously filed by Reliance Bancorp, Inc. on the
Stock Option Plan Proxy Statement dated October 7, 1994 and
incorporated herein by reference.
10.17(a) Reliance Bancorp, Inc. Amended and Previously filed by Reliance Bancorp, Inc. on
Restated Incentive Stock Option Plan Form 10-K for the period ended June 30, 1998 and
incorporated herein by reference.
10.18(a) North Fork Bancorporation, Inc. Filed herewith.
Amended and Restated Performance Plan.
10.19(a) North Fork Bancorporation, Inc. Annual Filed herewith.
Incentive Compensation Plan
11 Statement re: Computation of Filed herewith.
Earnings Per Share.
16
EXHIBIT INDEX (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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13 Pages 10 through 67 of the Company's Filed herewith.
2000 Annual Report to Shareholders
that are incorporated herein by
reference.
21 Subsidiaries of Company. Filed herewith.
23 Accountants' Consent. Filed herewith.
(a) Management contract or compensatory plan or arrangement.