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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, 1993
Commission File Number 0-10280
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.)
9025 MAIN ROAD, MATTITUCK, NEW YORK 11952
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (516) 298-5000
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 $2.50
Securities registered pursuant to Section 12 (g) of the Act:
None
(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. (X)
As of March 10, 1994, there were 14,120,849 shares of the Registrant's
common stock outstanding. The aggregate market value of the Registrant's
common stock (based on closing price quoted on March 10, 1994) held by
non-affiliates was approximately $171,435,290.
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PART I
ITEM 1 BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
North Fork Bancorporation, Inc. (the "Registrant") located in Mattituck, New
York, is a commercial bank holding company incorporated under the laws of
Delaware and registered under the Federal Bank Holding Company Act of 1956, as
amended. The Company's primary subsidiary, North Fork Bank (the "Bank"), is the
result of the October 1, 1992 merger of the Registrant's banking subsidiaries,
The North Fork Bank & Trust Company ("Bank & Trust") and Southold Savings Bank
("Southold"). Bank & Trust was merged into Southold; Southold then converted
its charter from that of a state savings bank to a state commercial bank and
changed its name to North Fork Bank. The Bank provides a wide range of
commercial banking services through 35 branch locations throughout Suffolk,
Nassau, Westchester and Rockland Counties, New York.
The Registrant was organized in 1980 and in 1981 acquired Bank & Trust, a
commercial bank operating primarily on eastern Long Island, New York. Bank &
Trust was chartered on April 26, 1905 under the name Mattituck Bank and in 1950
changed its name to The North Fork Bank & Trust Company. During the 1950's,
three other banks located on the north fork of eastern Long Island were merged
into Bank & Trust. Since then, Bank & Trust had expanded its branch network to
other areas of Long Island primarily through de novo branching.
Prior to 1988, the Registrant's principal asset was Bank & Trust and its
business consisted primarily of the ownership and operation of Bank & Trust.
On August 1, 1988, the Registrant completed the acquisition of Southold, a New
York State chartered savings bank under the regulation of the New York State
Banking Department ("Banking Department") and the Federal Deposit Insurance
Corporation ("FDIC"). Southold, established in 1858, was Suffolk County's
oldest savings institution. Its focus had traditionally been to develop a
stable core deposit base and invest those funds in residential real estate
loans. Southold expanded its branch network through the June 28, 1991
acquisition of Eastchester Financial Corporation, ("Eastchester").
Eastchester's primary asset was Eastchester Savings Bank, a $500.8 million
savings bank which operated through seven branch locations throughout
Westchester and Rockland Counties, New York. Immediately upon consummation of
the acquisition, Eastchester was dissolved and its operations consolidated into
those of Southold.
Additionally, the Registrant has four non-bank subsidiaries, none of which
accounted for a significant portion of the Registrant's consolidated assets,
nor contributed significantly to the Registrant's consolidated results of
operations, at and for the year ended December 31, 1993.
At December 31, 1993, the Registrant had assets of $1.9 billion, deposits of
$1.4 billion and stockholder's equity of $154.5 million. A more detailed
discussion concerning the Registrant's financial condition and results of
operations is contained in Part II of this report.
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PART I (CONTINUED)
ITEM 1 BUSINESS (CONTINUED)
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Not applicable.
(C) NARRATIVE DESCRIPTION OF BUSINESS
GENERAL
The Registrant operates primarily through the Bank, which attracts deposits
through thirty five (35) retail banking facilities throughout Suffolk, Nassau,
Westchester and Rockland Counties, New York. The Bank's business consists
principally of attracting demand, savings and time deposits from the general
public and investing those deposits, together with funds generated from
operations, in commercial loans to small and medium sized businesses,
residential one to four family mortgage loans, commercial mortgage loans,
consumer loans and construction and land development loans. The Bank can also
obtain funds through short term borrowings, such as repurchase agreements,
utilizing its unpledged portfolio of agency guaranteed mortgage backed
securities as collateral. A portion of the Bank's assets are invested in
securities such as U.S. treasury securities, U.S. government agency
obligations, state and municipal obligations and agency guaranteed mortgage
backed securities. During 1993, the Bank undertook a balance sheet leverage
strategy to utilize excess capital and enhance operating results while
benefitting from the existing steepness in the yield curve. By obtaining funds
through short term repurchase agreement borrowings, the Bank invested in 7 and
15 year maturity agency guaranteed mortgage backed securities, realizing almost
200 basis points on the assets.
COMPETITION
The Bank's major competitors across the entire line of its products and
services are local branches of large money-center banks which are headquartered
in New York City and banks headquartered in other sections of New York State.
Additionally, this subsidiary also competes for loans and deposits with other
independent commercial banks in its marketplace; for deposits and mortgage
loans with local savings and loan associations and savings banks; for deposits
and consumer loans with credit unions; for deposits with insurance companies
and money market funds; and for consumer loans with local consumer finance
organizations and the financing affiliates of consumer goods manufacturers,
especially automobile manufacturers. In setting rate structures for the Bank's
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.
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ITEM 1 BUSINESS (CONTINUED)
SUPERVISION AND REGULATION
GENERAL
The Registrant, as a bank holding company, is regulated under the Bank
Holding Company Act of 1956, as amended (the "Act"), and is subject to the
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). Generally, the Act limits the business of bank
holding companies to banking, or managing or controlling banks, performing
certain servicing activities for subsidiaries, and engaging in such other
activities as the Federal Reserve Board may determine to be closely related to
banking.
The Federal Reserve Board has formal capital guidelines which bank holding
companies are required to meet. These guidelines include the "risk-based"
capital ratios and the leverage ratios, discussed below. The risk-based
capital guidelines are designed to make regulatory capital requirements more
sensitive to differences in risk profile among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios will represent capital as a
percentage of total risk-weighted assets and off-balance sheet items. The
guidelines currently require all bank holding companies to maintain a minimum
ratio of total capital to risk-weighted assets of 8.00%, including a minimum
ratio of Tier 1 capital to risk-weighted assets of 4.00%. The Federal Deposit
Insurance Corporation has adopted comparable capital guidelines for state banks
which are not members of the Federal Reserve System.
Tier 1 capital consists of common equity, qualifying perpetual preferred
equity and minority interests in the equity accounts of unconsolidated
subsidiaries, less goodwill and other non-qualifying intangibles. After
December 31, 1992, the allowance for loan losses qualifies only as supplementary
capital and then only to the extent of 1.25% of total risk-weighted assets.
Other elements of supplementary capital, which is limited overall to 100% of
Tier 1 capital, include perpetual preferred equity not qualifying for Tier 1,
mandatory convertible debt and subordinated and other qualifying securities.
The Registrant's bank subsidiary, as a state chartered and FDIC insured
depository institution, is subject to the supervision, regulation and
examination of the Banking Department and the FDIC. The FDIC has formal
capital guidelines which banks are required to meet which are similar to those
imposed by the Federal Reserve Bank.
There are certain restrictions on the ability of the Bank to pay dividends
to the Registrant. Dividends from the Bank to the parent company are limited by
the regulations of the New York State Banking Department to the Bank's current
year's earnings plus it's prior two years' retained net profits. Based on the
parameters of this regulation, the Bank's dividend capability at January 1,
1994 includes it's 1994 earnings plus approximately $24.3 million in priors
years retained net profits.
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ITEM 1 BUSINESS (CONTINUED)
SUPERVISION AND REGULATION (CONTINUED)
HOLDING COMPANY LIABILITY
Federal Reserve Board policy requires bank holding companies to serve as a
source of financial strength to their subsidiary banks by standing ready to use
available resources to provide adequate capital funds to subsidiary banks
during periods of financial stress or adversity. A bank holding company also
could be liable under certain provisions of a new banking law for the capital
deficiencies of an undercapitalized bank subsidiary. In the event of a bank
holding company's bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, the
trustee will be deemed to have assumed and is required to cure immediately any
deficit under any commitment by the debtor to any of the federal banking
agencies to maintain the capital of an insured depository institution, and any
claim for a subsequent breach of such obligation will generally have priority
over most other unsecured claims.
TRANSACTIONS WITH AFFILIATES
The Bank is subject to restrictions under federal law which limit a bank's
extensions of credit to, and certain other transactions with, affiliates. Such
transactions by the Bank with any one affiliate are limited in amount to 10
percent of such subsidiary bank's capital and surplus and with all affiliates
to 20 percent of such subsidiary bank's capital and surplus. Furthermore, such
loans and extensions of credit, as well as certain other transactions, are
required to be secured in accordance with specific statutory requirements. The
purchase of low quality assets from affiliates is generally prohibited.
Federal law also provides that certain transactions with affiliates, including
loans and asset purchases, must be on terms and under circumstances, including
credit standards, that are substantially the same, or at least as favorable to
the institution as those prevailing at the time for comparable transactions
involving other non-affiliated companies or, in the absence of comparable
transactions, on terms and under circumstances, including credit standards,
that in good faith would be offered to, or would apply to, non-affiliated
companies.
FIRREA
The deposits of the Bank are insured up to applicable limits by the FDIC.
Recent federal legislation that affects the competitive environment for the
Registrant includes the Financial Institutions Reform, Recovery and Enforcement
Act of 1989 ("FIRREA") which, among other things, provides for the acquisition
of thrift institutions by bank holding companies, increases deposit insurance
assessments for insured banks, broadens the enforcement power of federal bank
regulatory agencies, and provides that any FDIC-insured depository institution
may be liable for any loss incurred by the FDIC, or any loss which the FDIC
reasonably anticipates incurring, in connection with the default of any
commonly controlled FDIC-insured depository institution or any assistance
provided by the FDIC to any such institution in danger of default.
PAGE 5
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ITEM 1 BUSINESS (CONTINUED)
SUPERVISION AND REGULATION (CONTINUED)
FDICIA
On December 19, 1991, the President signed into law the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"). FDICIA substantially
revises the depository institution regulatory and funding provisions of the
Federal Deposit Insurance Act and makes revisions to several other federal
banking statutes.
Among other things, FDICIA requires the federal banking regulators to take
prompt corrective action in respect of depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital categories:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized."
Under the regulations, a "well capitalized" institution has a minimum total
capital to total risk-weighted assets ratio of at least 10 percent, a minimum
Tier 1 capital to total risk-weighted assets ratio of at least 6 percent, a
minimum leverage ratio of at least 5 percent and is not subject to any written
order, agreement, or directive; an "adequately capitalized" institution has a
total capital to total risk-weighted assets ratio of at least 8 percent, a Tier
I capital to total risk-weighted assets ratio of at least 4 percent, and a
leverage ratio of at least 4 percent (3 percent if given the highest regulatory
rating and not experiencing significant growth), but does not qualify as "well
capitalized." An "undercapitalized" institution fails to meet any one of the
three minimum capital requirements. A "significantly undercapitalized"
institution has a total capital to total risk-weighted assets ratio of less
than 6 percent, a Tier I capital to total risk-weighted assets ratio of less
than 3 percent or a Tier I leverage ratio of less than 3 percent. A "critically
undercapitalized" institution has a Tier I leverage ratio of 2 percent or
less. Under certain circumstances, a "well capitalized" "adequately
capitalized" or "undercapitalized" institution may be required to comply with
supervisory actions as if the institution was in the next lowest capital
category.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System, effective December
19, 1993. In addition, undercapitalized depository institutions are subject to
growth and activity limitations and are required to submit "acceptable" capital
restoration plans. Such a plan will not be accepted unless, among other
things, the depository institution's holding company guarantees the capital
plan, up to an amount equal to the lesser of five percent of the depository
institution's assets at the time it becomes undercapitalized or the amount of
the capital deficiency as of the time the institution fails to comply with the
plan. The federal banking agencies may not accept a capital plan without
determining, among other things,
PAGE 6
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ITEM 1 BUSINESS (CONTINUED)
SUPERVISION AND REGULATION (CONTINUED)
FDICIA
that the plan is based on realistic assumptions and is likely to succeed in
restoring the depository institution's capital. If adepository institution
fails to submit an acceptable plan, it is treated as if it is significantly
undercapitalized and may be placed into conservatorship or receivership.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, more stringent requirements to
reduce total assets, cessation of receipt of deposits from correspondent banks,
further activity restricting prohibitions on dividends to the holding company
and requirements that the holding company divest its bank subsidiary, in
certain instances. Subject to certain exceptions, critically undercapitalized
depository institutions must have a conservator or receiver appointed for them
within a certain period after becoming critically undercapitalized.
FDIC regulations adopted under FDICIA prohibit a bank from accepting,
renewing or rolling-over brokered deposits unless (i) it is well capitalized,
or (ii) it is adequately capitalized and receives a waiver from the FDIC. For
purposes of this regulation, a bank is defined to be well capitalized if it
maintains a leverage ratio of at least 5 percent, a risk-adjusted Tier I
capital ratio of at least 6 percent and a risk-adjusted total capital ratio of
at least 10 percent and is not otherwise in a "troubled condition" as specified
by its appropriate federal regulatory agency. A bank that is adequately
capitalized and has been granted an FDIC waiver to accept, renew or roll-over
brokered deposits may not pay an interest rate on any such deposits in excess
of 75 basis points over prevailing market rates on comparable deposits in
specified market areas. There are no such restrictions on a bank that is well
capitalized. The Registrant anticipates that these regulations will not have a
material adverse effect on its operations.
For the capital ratios of the Registrant, see page 16 of the Registrant's
Annual Report to Shareholders for the year ended December 31, 1993 included
herein as Exhibit 13, and incorporated herein by reference.
FDIC INSURANCE ASSESSMENTS
The Bank is subject to FDIC deposit insurance assessments. Pursuant to
FDICIA, the FDIC adopted a transition risk-based system for determining deposit
insurance assessments that became effective on January 1, 1993. Under the
risk-based system, an insured institution will be assessed at rates in the
range of .23 percent to .31 percent depending on its capital and supervisory
classifications, as assigned by its primary federal regulator. The insurance
assessment rate for the Bank in 1993 was .26 percent, as it was considered a
"well capitalized" institution in a Tier II supervisory classification.
The FDIC has proposed, in substance, that the transitional risk-based
assessment system be adopted, with minor modifications, as the permanent
risk-based assessment system that must be made effective by January 1, 1994.
PAGE 7
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ITEM 1 BUSINESS (CONTINUED)
SUPERVISION AND REGULATION (CONTINUED)
CONSERVATORSHIP AND RECEIVERSHIP POWERS OF FEDERAL BANKING AGENCIES
FDICIA significantly expanded the authority of the federal banking
regulators to place depository institutions into conservatorship or
receivership to include, among other things, appointment of the FDIC as
conservator or receiver of an undercapitalized institution under certain
circumstances. In the event a bank is placed into conservatorship or
receivership, the FDIC is required, subject to certain exceptions, to choose
the method for resolving the institution that is least costly to the bank
insurance fund of the FDIC, such as liquidation.
The FDIC may provide federal assistance to a "troubled institution" -
without placing the institution into conservatorship or receivership. In such
case, pre-existing debtholders and shareholders may be required to make
substantial concessions and, insofar as practical, the FDIC will succeed to
their interests in proportion to the amount of federal assistance provided.
Various other legislation, including proposals to overhaul the banking
regulatory system and to limit the investments that a depository institution
may make with insured funds are from time to time introduced in Congress. The
Registrant cannot determine the ultimate effect that FDICIA and the
implementing regulations to be adopted thereunder, or any other potential
legislation, if enacted, would have upon its financial condition or results of
operations.
MEMORANDA OF UNDERSTANDINGS
On February 17, 1994, the Federal Deposit Insurance Corporation (the "FDIC")
notified the Bank that based on the improvement in it's financial condition,
the FDIC was terminating the Memorandum of Understanding (the "MOU") dated
August 25, 1993 between the Bank, the FDIC and the New York State Banking
Department (the "NYSBD"). The Bank received similar notification from the NYSBD
on February 23, 1994. The MOU required the Bank to, among other things, (i)
maintain a Tier I leverage ratio of 5.50%; (ii) reduce the level of classified
assets as a ratio of capital and reserves and (iii) charge off all assets
classified "Loss" and 50% of those classified "Doubtful" in the FDIC and NYSBD
Reports on Examination.
On February 1, 1994, the Federal Reserve Bank of New York notified the
Registrant that in light of the noticeable improvement in it's financial
condition the Memorandum of Understanding dated October 22, 1992 was
terminated. The Federal Reserve Bank memorandum prohibited the Registrant from,
among other things, the payment of dividends and the renewal or modification of
the terms of existing indebtedness without prior regulatory approval.
EMPLOYEES
As of December 31, 1993, the Registrant and its subsidiaries employed 503
full time and 152 part time employees.
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ITEM 1 BUSINESS (CONTINUED)
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
Information required by the Securities Act Industry Guide 3, or Exchange Act
Guide 3 is presented on pages 6 through 14 inclusive under the caption
Management's Discussion and Analysis, and Quarterly Financial Information
located on page 17 in the Registrant's Annual Report to Shareholders for the
year ended December 31, 1993 included herein as Exhibit 13, and incorporated
herein by reference.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
Not applicable.
ITEM 2 PROPERTIES
The Registrant's principal corporate offices are in a 28,300 square foot
facility located at 9025 Main Road, Mattituck, New York. This facility is
owned by the Bank and leased to the Registrant.
The Registrant's banking subsidiary owns nineteen (19) buildings and occupies
twenty-seven (27) other facilities under lease arrangements. All but three of
the facilities are utilized by the banking subsidiary for branch banking
offices. Of these three, one is an owned facility used by the loan servicing
and operations departments of the Registrant, one is the headquarters
facilities and the other is utilized by the Company's Special Asset Division.
The premises occupied or leased by the Registrant and its subsidiaries are
considered to be well located and suitably equipped to serve as banking
facilities.
ITEM 3 LEGAL PROCEEDINGS
Information required by this item can be found under the caption "Note 13 -
Other Commitments and Contingent Liabilities - (b) Other Matters", on page 40
of the Registrant's Annual Report to Shareholders included herein as Exhibit 13
and incorporated herein by reference.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the executive officers of the Registrant and positions
held by them and their backgrounds 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 Adam Kanas 47 Chairman, President and Chief Executive Officer of the Registrant and the Bank,
throughout the past 5 years (except that Mr. Kanas did not serve as Chairman of the
Board of the Registrant from 8/88 through 12/89).
John Bohlsen 51 Vice Chairman of the Registrant (since 10/1/92) and of the Bank (12/21/89). Mr. Bohlsen
has been President of The Helm Development Corp., a real estate company, throughout the
past 5 years.
Daniel M. Healy 51 Executive Vice President and Chief Financial Officer of the Registrant (since 3/92).
Before that, Mr. Healy was a partner with the accounting firm of KPMG Peat Marwick.
PAGE 9
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PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS'
MATTERS
The Registrant's common stock is traded on the New York Stock Exchange under
the symbol NFB. As of February 14, 1994, there were 5,300 shareholders of
record of the Registrant's common stock. The Registrant has not declared
dividends in 1993 or 1992. The Registrant intends to commence shareholder
dividends in 1994.
For information regarding other dividend and liquidity restrictions, see the
"Liquidity" section of Management's Discussion and Analysis located on page 11,
the paragraph below the table in Note 7 on page 29 and the sixth paragraph of
Note 10 on page 35 of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1993 located herein as exhibit 13 and incorporated
herein by reference.
ITEM 6 SELECTED FINANCIAL DATA
Pages 1 and 2 of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1993 included herein as exhibit 13 is incorporated herein by
reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Pages 2 through 17 inclusive in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1993 included herein as exhibit 13
are incorporated herein by reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 18 through 44 inclusive in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1993 included herein as exhibit 13
are incorporated herein by reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
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PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item will appear under the caption "Nominee
for Director and Directors Continuing in Office" on page 3 of the Registrant's
Proxy Statement for its Annual Meeting of Stockholders to be held April 26,
1994, included herein as exhibit 23 and is incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item will appear under the caption
"Executive Compensation" on pages 8 through 11, and under the caption
"Retirement Plan" on page 17 of the Registrant's Proxy Statement for
its Annual Meeting of Stockholder's to be held April 26, 1994, included herein
as exhibit 23 and is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item will appear under the caption "Certain
Beneficial Ownership" and "Nominees for Director and Directors Continuing in
Office" on pages 2 through 6 of the Registrant's Proxy Statement for its Annual
Meeting of Stockholder's to be held April 26, 1994, included herein as exhibit
23 and is incorporated herein by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will appear under the caption
"Transactions with Directors, Executive Officers and Associates" on page 18 of
the Registrant's Proxy Statement for its Annual Meeting of Stockholders to be
held April 26, 1994 included herein as exhibit 23 and is incorporated herein by
reference.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following consolidated financial statements of the Registrant, its
bank subsidiary and its other subsidiaries, and the independent auditors'
report thereon, included on Pages 18 through 44, inclusive, of Registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1993,
included herein as exhibit 13 are incorporated herein by reference.
1. Consolidated Financial Statements:
Statements of Operations - For the years ended December 31, 1993, 1992
and 1991;
Balance Sheets - December 31, 1993, and 1992;
Statements of Cash Flows - For the years ended December 31, 1993, 1992
and 1991;
Statements of Changes in Stockholders' Equity - For the years ended
December 31, 1993, 1992 and 1991;
Notes to Consolidated Financial Statements.
PAGE 11
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ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K, CONTINUED
2. There are no financial statement schedules required to be filed by the
Registrant.
3. The following exhibits are incorporated herein by reference:
Exhibit Prior
Number Description Filing
3(a) Articles of Incorporation Previously filed on Form S-3
dated 8/16/91 as Exhibit 4(b)
(Registration No.33-42294) and
incorporated herein by
reference.
4(a) Rights Agreement dated Incorporated by reference to
2/28/89, between North Fork Form 8-A Registration
Bancorporation,Inc. and statement dated 3/21/89.
The North Fork Bank & Trust
Company, as rights agent.
4(b) Warrant Agreement Previously filed on Form S-3
as Exhibit 4(e) to Amendment
No. 3 filed 7/14/92
(Registration No. 33-42294) and
incorporated herein by
reference.
4(c) Warrant Agreement Previously filed on Form S-3
dated 10/7/92 (Registration No.
33-53058) and incorporated
herein by reference.
10(a) North Fork Bancorporation, Inc. Previously filed on Form S-3
Dividend Reinvestment and Stock dated 11/3/82 (Registration No.
Purchase Plan 2-80166) and incorporated
herein by reference.
10(b) North Fork Bancorporation, Inc. Previously filed on Form S-8
1982 Incentive Stock Option Plan dated 12/1/82 (Registration No.
2-80676) and incorporated
herein by reference.
10(c) North Fork Bancorporation, Inc. Previously filed on Form S-8
1982 Stock Purchase Plan dated 12/1/82. (Registration
for Employees No. 2-80677) and incorporated
herein by reference.
10(d) North Fork Bancorporation, Inc. Previously filed on Form S-8
1982 Employee Stock Option Plan dated 8/25/89 (Registration No.
33-30751 and incorporated
herein by reference.
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ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
10(e) North Fork Bancorporation, Inc. Previously filed on Form S-8
1985 Incentive Stock Option Plan dated 8/29/85. (Registration
No.2-99984) and incorporated
herein by reference.
10(f) North Fork Bancorporation, Inc. Previously filed on Form S-8
1987 Long Term Incentive Plan dated 6/12/87 (Registration No.
33-14903) and incorporated
herein by reference.
10(g) North Fork Bancorporation, Inc. Previously filed on Form S-8
1989 Executive Management dated 4/17/90 (Registration No.
Compensation Plan 33-34372) and incorporated
herein by reference.
10(h) North Fork Bancorporation, Inc. Previously filed on Form S-8
1991 Stock Purchase Plan dated 3/15/91 (Registration No.
for Employees 33-39449) and incorporated
herein by reference.
10(i) North Fork Bancorporation, Inc. Previously filed on Form S-8
401(k) Retirement Savings Plan dated 9/28/92 (Registration No.
33-52504) and incorporated
herein by reference.
The following exhibits are submitted herewith:
Exhibit
Number Description
3(b) By Laws
11 Statement re: Computation of earnings per share.
13 Annual Report to Shareholders for the year ended
December 31, 1993.
21 Subsidiaries of Registrant
22 Registrant's Proxy Statement for its Annual Meeting
of Stockholders'
23 Accountants' Consent
(b) Reports on Form 8-K filed during the quarter ended December 31, 1993:
None.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933 (the
"Act"), the undersigned Registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into Registrant's Registration
Statements on Form S-8 No. 2-80676 (filed December 1, 1982), No. 2-80677 (filed
December 1, 1982), No. 2-99984 (filed August 29, 1985), No. 33-14903 (filed
June 12, 1987), No. 33-30751 (filed August 25, 1989), No. 33-34372 (filed April
17, 1990), No. 33-39449 (filed March 5, 1991), and No. 33-52504 (filed
September 28, 1992).
PAGE 13
14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the act and will be governed by the final
adjudication of such issue.
PAGE 14
15
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.
Dated: March 9, 1994 BY:/s/ John A. Kanas
--------------------------
JOHN A. KANAS,
President
(Principal Executive
Officer)
BY: /s/Daniel M. Healy
------------------------
DANIEL M. HEALY,
Executive Vice President
& Chief Financial
Officer
(Principal Accounting
Officer)
PAGE 15
16
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.
Signature Title Date
/s/John A. Kanas President and March 9, 1994
- -------------------------- Chairman of the Board
John A. Kanas
Director
- --------------------------
John Bohlsen
Director
- --------------------------
Malcolm J. Delaney
/s/Allan C. Dickerson Director March 9, 1994
- --------------------------
Allan C. Dickerson
Director
- --------------------------
Lloyd A. Gerard
Director
- --------------------------
James F. Reeve
/s/James H. Rich, Jr. Director March 9, 1994
- --------------------------
James H. Rich, Jr.
/s/George H. Rowsom Director March 9, 1994
- --------------------------
George H. Rowsom
/s/Raymond W. Terry, Jr. Director March 9, 1994
- --------------------------
Raymond W. Terry, Jr.
PAGE 16
17
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3(b) By Laws
11 Statement re: Computation of earnings per share.
13 Annual Report to Shareholders for the year ended
December 31, 1993.
21 Subsidiaries of Registrant
22 Registrant's Proxy Statement for its Annual Meeting
of Stockholders'
23 Accountants' Consent