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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993 Commission File Number 0-13580
SUFFOLK BANCORP
(Exact name of registrant as specified in its charter)
New York 11-2708279
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6 West Second Street, Riverhead, New York 11901
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 727-2700
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5 Par Value
(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. Yes X No .
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Class of Common Stock Number of Shares Outstanding as of February 23, 1994
- --------------------- ----------------------------------------------------
$ 5 Par Value 3,396,460
The aggregate market value of the Registrant's Common Stock (based on the most
recent sale at $22.00 on February 23, 1994) held by non-affiliates was
approximately $75,547,448.
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DOCUMENT INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held April 12, 1994.(Part III)
ITEM 1. Business
SUFFOLK BANCORP ("Registrant")
Registrant was incorporated on January 2, 1985 for the purpose of becoming a
bank holding company. On that date, the Registrant acquired, and now owns, all
of the outstanding capital stock of The Suffolk County National Bank. On July
14, 1988, the Registrant acquired and now owns all the outstanding capital
stock of Island Computer Corporation of New York, Inc. The business of the
Registrant consists primarily of the ownership, supervision, and control of its
subsidiaries.
The registrant's chief competition is local banking institutions with main or
branch offices in the service area of The Suffolk County National Bank,
including North Fork Bank and Trust Co., Bridgehampton National Bank, and Bank
of the Hamptons. Additionally, New York City money center banks and regional
banks provide competition. These banks include Bank of New York, Chemical
Bank, Fleet Bank, European American Bank and National Westminster Bank USA.
Registrant and its subsidiaries had 286 full-time and 38 part-time employees as
of December 31, 1993.
THE SUFFOLK COUNTY NATIONAL BANK ("Bank")
The Suffolk County National Bank of Riverhead was organized under the National
Banking laws of the United States of America on January 6, 1890. The Bank is a
member of the Federal Reserve System, and its deposits are insured by the
Federal Deposit Insurance Corporation to the extent provided by law.
Directed by members of the communities it serves, the Bank's main service area
includes the towns of Brookhaven, Riverhead, Southampton, and Southold. The
main office of the Bank is situated at 6 West Second Street, Riverhead, New
York. Its branch offices are located at Center Moriches, Cutchogue, Hampton
Bays, Mattituck, Medford, Port Jefferson, Riverhead-Ostrander Avenue,
Westhampton Beach, Shoreham, and Wading River. Separate retail lending and
trust facilities are located in Riverhead, New York.
The Bank is a full-service bank serving the needs of the local residents of
eastern Suffolk County. Approximately 90 percent of the Bank's business is
devoted to rendering services to those residing in the immediate area of the
Bank's main and branch offices. Among the services rendered by the Bank are
the maintenance of checking accounts, savings accounts, time and savings
certificates, money market accounts, negotiable-order-of-withdrawal accounts,
holiday club accounts and individual retirement accounts; the making of secured
and unsecured loans, including commercial loans to individuals, partnerships
and corporations, agricultural loans to farmers, installment loans to finance
small businesses, mobile home loans, automobile loans, home equity and real
estate mortgage loans; the maintenance of safe deposit boxes; the performance
of trust and estate services, and the maintenance of a master pension plan for
self-employed individuals' participation. The business of the Bank is not
seasonal, as a great majority of the Bank's business is devoted to those
residing in the Bank's service area.
ISLAND COMPUTER CORPORATION OF NEW YORK, INC. ("Island Computer")
Island Computer Corporation of New York, Inc. is a data processing company
which serves several bank and thrift institutions, including The Suffolk County
National Bank.
STATISTICAL DISCLOSURE
Pages 6 through 17 of this Annual Report to Shareholders for the fiscal year
ended December 31, 1993.
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ITEM 2. Properties
Registrant
Registrant as such has no physical properties. Office facilities of the
Registrant are located at 6 West Second Street, Riverhead, New York.
Bank
The Bank's main offices are also located at 6 West Second Street, Riverhead,
New York, which the Bank owns in fee. The Bank owns a total of seven buildings
in fee, and holds nine buildings under lease agreements.
Island Computer
Island Computer's offices are located at 40 Orville Drive, Bohemia, New York,
which Island Computer holds under a lease agreement.
In the opinion of management of the Registrant, the physical facilities are
suitable and adequate and at present are being fully utilized. The Company,
however, is evaluating future needs, and anticipates changes in its facilities
during the next several years.
ITEM 3. Legal Proceedings
There are no material legal proceedings, individually or in the aggregate to
which the Registrant or its subsidiaries are a party or of which any of the
property is subject.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
Pages 6 and 20 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1993.
At December 31, 1993, there were approximately 1,400 equity holders of record
of the Company's common stock.
ITEM 6. Selected Financial Data
Page 30 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1993.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Pages 7 through 17 of this Annual Report to Shareholders for the fiscal year
ended December 31, 1993.
ITEM 8. Financial Statements and Supplementary Data
Pages 18 to 30 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1993.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
Pages 2 - 6 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 12, 1994 is incorporated herein by reference.
Executive Officers
Name Age Position Business Experience
- -----------------------------------------------------------------------------------------------------------------------------
Edward J. Merz 62 President & Chief 12/87 - 12/93 President & CEO
Executive Officer 9/75 - 12/87 President & CAO
Employed by The Suffolk County National Bank
Since September 1975
Victor F. Bozuhoski, Jr. 55 Executive Vice President & 12/88 - 12/93 EVP & CFO
Chief Financial Officer 12/87 - 12/88 EVP & Comptroller, CFO
12/85 - 12/87 SVP & Comptroller
1/78 - 12/85 VP & Comptroller
Employed by The Suffolk County National Bank
Since September 1965.
Robert C. Dick 44 Senior Vice President 12/88 - 12/93 SVP
4/88 - 12/88 SVP & Compliance Officer
12/82 - 4/88 VP
Employed by The Suffolk County National Bank
Since January 1980
Alexander B. Doroski 45 Senior Vice President, 4/88 - 12/93 SVP & Chief Operations Officer
Cashier & Chief Operations 12/85 - 4/88 VP & Cashier
Officer 12/80 - 12/85 VP
Employed by The Suffolk County National Bank
Since April 1971
John F. Hanley 47 Senior Vice President 4/86 - 12/93 SVP
12/80 - 4/86 VP
Employed by The Suffolk County National Bank
Since September 1971
J. Gordon Huszagh 40 Senior Vice President & 12/92 - 12/93 SVP & Comptroller
Comptroller 12/88 - 12/92 VP & Comptroller
12/86 - 12/88 VP
1/83 - 12/86 Auditor
Employed by The Suffolk County National Bank
Since January 1983
Augustus C. Weaver 51 President, Island Computer 2/87 - 12/93 President Island Computer Corporation of New
York, Inc.
2/86 - 2/87 Director of Data Processing and Corporate
Planning, Southland Frozen Food Corporation
2/62 - 2/86 First VP & Director of Operations, Long Island
Savings Bank
ITEM 11. Executive Compensation
Pages 3 - 6 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 12, 1994 is incorporated herein by reference.
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Pages 2, 4, 5, and 6 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 12, 1994 is incorporated herein by reference.
There were no beneficial owners of more than five percent of the Common Stock
of the Registrant as of February 10, 1994.
ITEM 13. Certain Relationships and Related Transactions
Pages 7 and 8 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 12, 1994 is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following consolidated financial statements of the Registrant and
Subsidiaries, and the accountant's report thereon, included on Page 18 through
32 inclusive, of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1993.
Financial Statements (Consolidated)
Statements of Condition - December 31, 1993 and 1992
Statements of Income - 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
Statements of Cash Flows - For the years ended December 31, 1993, 1992, and
1991
Notes to Consolidated Financial Statements
EXHIBITS
The following exhibits, which supplement this report, have been filed with
the Securities and Exchange Commission. Suffolk Bancorp will furnish a
copy of any or all of the following exhibits to any person so requesting
in writing to Secretary, Suffolk Bancorp, 6 West Second Street, Riverhead,
New York 11901.
A. Certificate of Incorporation of Suffolk Bancorp (filed by
incorporation by reference to Suffolk Bancorp's Form 10-K for the
fiscal year ended December 31, 1985, filed March 18, 1986)
B. Bylaws of Suffolk Bancorp (filed by incorporation by reference to
Suffolk Bancorp's Form 10-K for the fiscal year ended December 31,
1985, filed March 18, 1986.)
The following Exhibit is submitted herewith:
C. Notice of Annual Meeting and Proxy Statement.
Reports on Form 8-K
There were no reports filed on Form 8-K for the three month period ended
December 31, 1993.
EXHIBIT INDEX
Description Exhibit Pages
- ----------- ------- -----
Notice of Annual Meeting and Proxy
Statement C 1 - 8
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on it's
behalf by the undersigned, thereunto duly authorized.
SUFFOLK BANCORP February 28, 1994
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(Registrant)
By /s/ Raymond A. Mazgulski
-------------------------
RAYMOND A. MAZGULSKI
Chairman of the Board
By /s/ Edward J. Merz
-------------------
EDWARD J. MERZ
President
Chief Executive Officer
Director
By /s/ Victor F. Bozuhoski, Jr.
-----------------------------
VICTOR F. BOZUHOSKI, JR.
Executive Vice President,
Chief Financial Officer & Treasurer
/s/ Joseph A. Deerkoski /s/ Howard M. Finkelstein
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JOSEPH A. DEERKOSKI HOWARD M. FINKELSTEIN
Director Director
/s/ Edgar F. Goodale /s/ J. Douglas Stark
- ---------------------- ---------------------
EDGAR F. GOODALE J. DOUGLAS STARK
Director Director
/s/ Hallock Luce III /s/ Peter Van de Wetering
- ---------------------- --------------------------
HALLOCK LUCE III PETER VAN DE WETERING
Director Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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13 Annual Report to Shareholders