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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, 1995
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) (516) 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 $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. ( )
As of March 15, 1996, there were 24,704,893 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 15, 1996) held by
non-affiliates was approximately $580,565,000.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by reference in the
following parts of this Annual Report:
North Fork Bancorporation, Inc. 1995 Annual Report to Shareholders --
Parts I, II and IV.
North Fork Bancorporation, Inc. 1996 Definitive Proxy Statement --
Part III
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PART I
ITEM 1 BUSINESS
General Development of Business
North Fork Bancorporation, Inc. (the "Registrant") with its executive
headquarters located in Melville, New York, is a 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 Registrant's primary subsidiary,
North Fork Bank, operates forty-nine retail banking facilities throughout
Suffolk, Nassau, Queens, Westchester and Rockland Counties, New York.
During 1995, North Fork Bank entered into definitive merger agreements
to acquire the domestic commercial banking business of Extebank with
approximately $387 million in assets and $348 million in deposits for $47
million in cash. Extebank operated seven retail banking facilities in Suffolk
County and one in Manhattan, New York. Additionally, North Fork Bank entered
into an Asset Purchase and Sale Agreement with First Nationwide Bank to acquire
their ten Long Island branches with approximately $600 million in deposits at a
deposit premium of 6.35% (see "Note 2 -- Mergers and Acquisitions" (pages 24-25)
of the Registrant's 1995 Annual Report for a more detailed discussion). Both of
these in-market acquisitions closed during the first quarter of 1996.
On July 3, 1995, the Bank consummated its purchase of Great Neck
Bancorp, the parent company of Bank of Great Neck, a Long Island based
commercial bank ("Great Neck"). Great Neck with net assets of $91 million,
including $49.4 million in net loans and $90.3 million in deposits, was merged
into North Fork Bank.
On November 30, 1994, Metro Bancshares Inc. ("Metro"), the parent
company of Bayside Federal Savings Bank ("Bayside") was merged with and into
the Registrant. Simultaneously, Bayside (with approximately $1.0 billion in
assets, $.9 billion in deposits and $83.5 million in stockholders equity,
operating through thirteen branch locations in Queens, Nassau and Suffolk
Counties, New York) was merged with and into the Bank. The merger was accounted
for as a pooling-of-interests, and accordingly, the Registrant's consolidated
financial statements include the consolidated results of Metro.
North Fork 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.
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. 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 in
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 and the Bank have nine active 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, 1995.
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DESCRIPTION OF BUSINESS
The Registrant, through its bank subsidiary, provides a variety of
banking and financial services to middle market and small business
organizations, local governmental units, and retail customers in the
metropolitan New York area. The Bank'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 banks headquartered in New York State.
Additionally, the Bank 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 for consumer loans, 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.
The Registrant and the Bank, in their normal course of business, are
subject to various regulatory statutes and guidelines. Additional information
is set forth under the caption "Capital" (pages 13-14) in Management's
Discussion and Analysis of the Registrant's 1995 Annual Report to Shareholders
included as Exhibit 13 herewith and incorporated herein by reference.
As of December 31, 1995, the Registrant and its consolidated
subsidiaries had approximately 814 full-time equivalent employees.
ITEM 2 PROPERTIES
During 1995, the Registrant entered into a long-term lease for a
portion of a four-story office building located at 275 Broad Hollow Road,
Melville, New York. At December 31, 1995, the Registrant occupied 48,125 square
feet which represents approximately 42% of the building's rentable space. This
additional space was necessitated by the Registrant's recent acquisitions which
expanded its presence in the metropolitan New York area, specifically, Queens
and Nassau Counties. This facility now serves as the Registrant's
administrative headquarters, and includes its lending, retail banking, trust
and investment management services divisions and its recently relocated
Melville branch.
The Registrant maintains its operations center and mortgage origination
and administration offices in a 28,300 square foot facility owned by the bank,
located at 9025 Main Road, Mattituck, New York.
The Bank owns twenty-six (26) buildings and occupies thirty-four (34)
other facilities under various lease arrangements expiring at various times
through 2014 (see "Note 14 - Other Commitments and Contingent Liabilities(b)
Lease Commitments" (page 39)) of the Registrant's 1995 Annual Report to
Shareholders included as Exhibit 13 herewith and incorporated herein by
reference). All but six of these buildings and facilities are utilized by the
Bank to provide banking and related financial services either as bank branches
or as limited banking facilities (principally stand-alone ATM locations). Of
the six not used for retail banking, two are owned facilities used by the data
processing, loan servicing and operations departments of the Bank. The
remaining space is leased to either accommodate additional office space or has
been vacated and subleased as a result of relocating certain departments to 275
Broad Hollow Road, Melville. The premises occupied or leased by the Registrant
and its subsidiaries are considered to be well located and suitably equipped
to serve as banking and related financial services facilities.
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ITEM 3 LEGAL PROCEEDINGS
Information required by this item is set forth under the caption "Note
14 -- Other Commitments and Contingent Liabilities -- (c) Other Matters" (page
39), in the Registrant's 1995 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
No matters were submitted to security holders for vote during the
fourth quarter of 1995.
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 Registrant as of December 31,
1995, 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 49 Chairman, President and Chief Executive Officer of the
Registrant and the Bank, throughout the past 5 years.
John Bohlsen 53 Vice Chairman of the Registrant (since 10/92) and of the Bank
(since 12/89). Mr. Bohlsen has been President of The Helm
Development Corp., a real estate company, throughout the past 5
years.
Daniel M. Healy 53 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 LLP.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Registrant's common stock is traded on the New York Stock Exchange
under the symbol NFB. As of March 15, 1996, there were approximately 5,551
shareholders of record of the Registrant's common stock.
During 1995, the Registrant declared dividends of $.125 per share for
the first and second quarters, respectively, and $.15 per share for the third
and fourth quarter, respectively. During 1994, the Registrant declared
dividends of $.075 per share for the first and second quarters, respectively,
and $.10 per share for the third and fourth quarters, respectively (dividends
declared are exclusive of dividends declared by Metro prior to merger).
For additional information regarding dividends and restrictions thereon,
and market price information, refer to the "Selected Financial Data" (page 1),
the "Liquidity" section of Management's Discussion and Analysis (pages 9-10),
the "Selected Statistical Data" (page 16), "Note 8 - Long Term Borrowings"
(page 29), and "Note 13 - Regulatory Matters" (page 37) of the Registrant's
1995 Annual Report to Shareholders included herewith as Exhibit 13 and
incorporated herein by reference.
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ITEM 6 SELECTED FINANCIAL DATA
The information required by this item is set forth in "Selected
Financial Data" (page 1) of the Registrant's 1995 Annual Report to Shareholders
included herewith as Exhibit 13 and 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 3-15) of the Registrant's 1995 Annual Report
to Shareholders included herewith as Exhibit 13 and incorporated herein by
reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is set forth in the Registrant's 1995 Annual
Report to Shareholders included herewith as Exhibit 13 and incorporated herein
by reference:
Unaudited Consolidated Quarterly Financial Information (page 16); the
Consolidated Financial Statements (pages 17-21); the Notes to the Consolidated
Financial Statements (pages 22-41); the Independent Auditors' Report (page 42);
and the Report of Management (page 43).
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 by 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 2-6) in the Registrant's Definitive Proxy Statement for its Annual
Meeting of Stockholders to be held April 23, 1996, which is incorporated herein
by reference, and in Part I of this report under the caption "Executive
Officers of the Registrant".
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item is set forth under the captions
"Compensation of Directors" (pages 6 - 7), "Executive Compensation" (pages
8-19), and "Retirement Plans" (pages 19-20) in the Registrant's Definitive
Proxy Statement for its Annual Meeting of Stockholder's to be held April 23,
1996, 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 2-6) in the Registrant's Definitive Proxy
Statement for its Annual Meeting of Stockholder's to be held April 23, 1996,
which is incorporated herein by reference.
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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
20) in the Registrant's Definitive Proxy Statement for its Annual Meeting of
Stockholders to be held April 23, 1996, which is incorporated herein by
reference.
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 Registrant, required in response to this item is set
forth in response to Part II, Item 8 of this Annual Report are incorporated
herein by reference in the Registrant's 1995 Annual Report to Shareholders filed
herewith as Exhibit 13.
1. Financial Statements Page #
Consolidated Statements of Income 17
Consolidated Balance Sheets 18
Consolidated Statements of Cash Flows 19-20
Consolidated Statements of Changes 21
in Stockholders' Equity
Notes to Consolidated Financial Statements 22-41
Report of Independent Public Accountants 42
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 Registrant have been omitted because they are either not
required, are not applicable or are included in the consolidated financial
statements or notes thereto, which is incorporated herein by reference.
3. Exhibits
The exhibits listed on the Exhibit Index page of this Annual Report are
incorporated 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) Current Reports on Form 8-K
The Registrant has not filed any reports on Form 8-K during the last
quarter of the year ended December 31, 1995.
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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 26, 1996
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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 date indicated.
Signature Title Date
/s/ John A. Kanas Director, President, March 26, 1996
- - ------------------------- Chief Executive Officer,
John A. Kanas and Chairman of the Board
(Principal Executive Officer)
/s/ Daniel M. Healy Executive Vice President and March 26, 1996
- - ------------------------- Chief Financial Officer
Daniel M. Healy (Principal Accounting Officer)
/s/ John Bohlsen Director March 26, 1996
- - ------------------------- Vice Chairman of the Board
John Bohlsen
/s/ Malcolm J. Delaney Director March 26, 1996
- - -------------------------
Malcolm J. Delaney
/s/ Allan C. Dickerson Director March 26, 1996
- - -------------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director March 26, 1996
- - -------------------------
Lloyd A. Gerard
/s/ James F. Reeve Director March 26, 1996
- - -------------------------
James F. Reeve
/s/ James H. Rich, Jr. Director March 26, 1996
- - -------------------------
James H. Rich, Jr.
/s/ George H. Rowsom Director March 26, 1996
- - -------------------------
George H. Rowsom
/s/ Raymond W. Terry, Jr. Director March 26, 1996
- - -------------------------
Raymond W. Terry, Jr.
/s/ Dr. Kurt R. Schmeller Director March 26, 1996
- - -------------------------
Dr. Kurt R. Schmeller
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EXHIBIT INDEX
Exhibit
Number Description Method of Filing
------- ----------- ----------------
2.1 Stock Purchase Agreement Filed herewith.
dated as of September 19, 1995,
among North Fork Bank and
Banco Exterior de Espana, S.A.
2.2 Asset Purchase and Sale Agree- Filed herewith.
ment dated as of September 28,
1995, among North Fork Bank
and First Nationwide Bank.
3.1 Articles of Incorporation Previously filed on Form S-3 dated 8/16/91 as
of North Fork Bancorporation, Inc. Exhibit 4(b) (Registration No. 33-42294) and
incorporated herein by reference.
3.2 By-Laws of North Fork Bancorpor- Previously filed on Form 10K for the year
ation, as amended, effective ended December 31, 1993 dated 3/9/94,
7/28/92. as Exhibit 3(b) and incorporated herein
by reference.
4.1 Rights Agreement dated Incorporated by reference to Form 8-A
2/28/89, between North Fork Registration Statement dated 3/21/89.
Bancorporation, Inc. and
North Fork Bank, as rights agent.
10.1 North Fork Bancorporation, Inc. Previously filed with post-effective
Dividend Reinvestment and Stock Amendment #1 to the Registrant's
Purchase Plan, as amended. registration statement on Form S-3
dated 5/16/95 (Registration No.
33-54222) and incorporated herein
by reference.
10.2(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 12/1/82
1982 Incentive Stock Option Plan. (Registration No. 2-80676) and incorporated
herein by reference.
10.3(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 8/29/85
1985 Incentive Stock Option Plan. (Registration No. 2-99984) and incorporated
herein by reference.
10.4(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 6/12/87
1987 Long Term Incentive Plan. (Registration No. 33-14903) and incorporated
herein by reference.
10.5(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 4/17/90
1989 Executive Management (Registration No. 33-34372) and incorporated
Compensation Plan. herein by reference.
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EXHIBIT INDEX (continued)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- - ------- ----------- ----------------
10.6(a) North Fork Bancorporation, Inc. Previously filed as Exhibit 4 to the Registrant's
401(k) Retirement Savings Plan, registration statement on Form S-8 dated
as amended. 2/2/96 (Registration No. 333-00675) and
incorporated herein by reference.
10.7(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 5/4/94
1994 Key Employee Stock Plan. (Registration No. 33-53467) and incorporated
herein by reference.
10.8(a) North Fork Bancorporation, Inc. Previously filed on Form S-8 dated 12/5/94
The Secondary Stock Option Plan, (Registration No. 33-56743) and incorporated
the Secondary Incentive Stock herein by reference.
Option Plan, the Secondary 1993
Stock Option Plan, and the
Secondary 1993 Incentive Stock
Option Plan resulting from the
merger with Metro Bancshares Inc.
10.9(a) North Fork Bancorporation, Inc. Previously filed on Form 10-K for the year
Performance Plan. ended December 31, 1994 dated 3/28/95,
as Exhibit 10.9 and incorporated herein by
reference.
10.10(a) Form of Change-in-Control Previously filed as Exhibit 10.2
Agreement, as entered into to Quarterly Report on Form 10-Q
between North Fork Bancorporation, for the quarter ended March 31,
Inc. and each of John A. Kanas, 1995, and incorporated herein by
John Bohlsen and Daniel M. reference.
Healy, each dated
December 20, 1994.
10.11(a) Letter Agreement dated Filed herewith.
September 14, 1995 between
North Fork Bank and Mindy
Butler, regarding the
cessation of Ms. Butler's
employment.
11 Statement re: Computation of Filed herewith
earnings per share.
13 All portions of the Registrant's Filed herewith
1995 Annual Report to
Shareholders that are incorporated
herein by reference.
21 Subsidiaries of Registrant. Filed herewith
12
EXHIBIT INDEX (continued)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- - ------- ----------- ----------------
22 Registrant's Definitive Proxy Previously filed on 3/20/96 Pursuant to
Statement for its Annual Meeting Section 14(a) of the Securities Exchange
of Stockholders. Act of 1934 and incorporated herein by
reference.
23 Accountants' Consent. Filed herewith.
27 Financial Data Schedule. Only included in electronic filing
(a) Management Contract or Compensatory Plan arrangement.