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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, 1997 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 Identification No.)
incorporation or organization)
6 West Second Street, Riverhead, New York 11901
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 727-5667
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, $2.50 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
Class of Common Stock Number of Shares Outstanding as of March 6, 1998
$ 2.50 Par Value 6,095,356
The aggregate market value of the Registrant's Common Stock (based on the most
recent sale at $31.63 on March 6, 1998) held by non-affiliates was approximately
$192,796,110.
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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 14, 1998, filed on March 13, 1998. (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. On April 11, 1994, the Registrant acquired all the outstanding
capital stock of Hamptons Bancshares, Inc. and merged it into a subsidiary.
During 1996, the operations of Island Computer Corporation of New York, Inc.
were assumed by The Suffolk County National Bank.
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., and Bridgehampton National Bank.
Additionally, New York City money center banks and regional banks provide
competition. These banks include primarily the Bank of New York, Chase Manhattan
Bank, and Fleet Bank.
Registrant and its subsidiaries had 355 full-time and 45 part-time employees as
of December 31, 1997.
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 Babylon, Brookhaven, East Hampton, Islip, 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 Bohemia,
Center Moriches, Cutchogue, East Hampton, Hampton Bays, Mattituck, Medford,
Miller Place, Montauk, Riverhead, Port Jefferson, Sag Harbor, Shoreham,
Smithtown, Southampton, Wading River, Water Mill, West Babylon, and Westhampton
Beach, New York.
The Bank is a full-service bank serving the needs of the local residents of
Suffolk County. Most 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 offered by the Bank are checking accounts, savings accounts,
time and savings certificates, money market accounts, negotiable-order-of-
withdrawal accounts, holiday club accounts and individual retirement accounts;
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; safe deposit boxes; trust and estate services,
the sale of mutual funds and annuities, and the maintenance of a master pension
plans for self-employed individuals' participation. The business of the Bank is
only mildly seasonal, as a great majority of the Bank's business is devoted to
those residing in the Bank's service area.
SUPERVISION AND REGULATION
References in this section to applicable statutes and regulations are brief
summaries only, and do not purport to be complete. The reader should consult
such statutes and regulations themselves for a full understanding of the details
of their operation.
Registrant is a bank holding company registered under the BHC Act, and is
subject to supervision and regulation by the
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Federal Reserve Board. Federal laws subject bank holding companies to particular
restrictions on the types of activities in which they may engage, and to a range
of supervisory requirements and activities, including regulatory enforcement
actions for violation of laws and policies.
ACTIVITIES "CLOSELY RELATED" TO BANKING
The BHC Act prohibits a bank holding company, with certain limited exceptions,
from acquiring direct or indirect ownership or control of any voting shares of
any company which is not a bank or from engaging in any activities other than
those of banking, managing or controlling banks and certain other subsidiaries,
or furnishing services to or performing services for its subsidiaries. One
principal exception to these prohibitions allows the acquisition of interests in
companies whose activities are found by the Federal Reserve Board, by order or
regulation, to be so closely related to banking, managing, or controlling banks
as to be a proper incident thereto.
SAFE AND SOUND BANKING PRACTICES
Bank holding companies are not permitted to engage in unsafe and unsound banking
practices. The Federal Reserve Board may order a bank holding company to
terminate an activity or control of a nonbank subsidiary if such activity or
control constitutes a significant risk to the financial safety, soundness or
stability of a subsidiary bank and is inconsistent with sound banking
principles. Regulation Y also requires a holding company to give the Federal
Reserve Board prior notice of any redemption or repurchase of its own equity
securities, if the consideration to be paid, together with the consideration
paid for any repurchases or redemptions in the preceding year, is equal to 10%
or more of the company's consolidated net worth.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") expanded the Federal Reserve Board's authority to prohibit activities
of bank holding companies and their nonbanking subsidiaries which represent
unsafe and unsound banking practices or which constitute violations of laws or
regulations. Notably, FIRREA increased the amount of civil money penalties which
the Federal Reserve Board can assess for such practices or violations. The
penalties can be as high as $1 million per day. FIRREA also expanded the scope
of individuals and entities against which such penalties may be assessed.
ANNUAL REPORTING; EXAMINATIONS
SUFFOLK is required to file an annual report with the Federal Reserve Board, and
such additional information as the Federal Reserve Board may require pursuant to
the BHC Act. The Federal Reserve Board may examine a bank holding company or any
of its subsidiaries, and charge the company for the cost of such an examination.
SUFFOLK is also subject to reporting and disclosure requirements under state and
federal securities laws.
IMPOSITION OF LIABILITY FOR UNDERCAPITALIZED SUBSIDIARIES
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
required each federal banking agency to revise its risk-based capital standards
to ensure that those standards take adequate account of interest rate risk,
concentration of credit risk and the risks of non-traditional activities, as
well as reflect the actual performance and expected risk of loss on multi-family
mortgages. The new law also required each federal banking agency to specify, by
regulation, the levels at which an insured institution would be considered "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." Under the regulations
adopted by the banking agencies, SCNB would be deemed to be "well capitalized."
FDICIA requires bank regulators to take "prompt corrective action" to resolve
problems associated with insured depository institutions. In the event an
institution becomes "undercapitalized," it must submit a capital restoration
plan. If an institution becomes "significantly undercapitalized" or "critically
undercapitalized," additional and significant limitations are placed on the
institution. The capital restoration plan of an undercapitalized institution
will not be accepted by the regulators unless each company "having control of"
the undercapitalized institution "guarantees" the subsidiary's compliance with
the capital restoration plan until it becomes "adequately capitalized."
Registrant has control of SCNB for purpose of this statute.
Additionally, Federal Reserve Board policy discourages the payment of dividends
by a bank holding company from borrowed funds as well as payments that would
adversely affect capital adequacy. Failure to meet the capital guidelines may
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result in supervisory or enforcement actions by the Federal Reserve Board.
ACQUISITIONS BY BANK HOLDING COMPANIES
The BHC Act requires every bank holding company to obtain the prior approval of
the Federal Reserve Board before it may acquire all or substantially all of the
assets of any bank, or ownership or control of any voting shares of any bank, if
after such acquisition it would own or control, directly or indirectly, more
than 5% of the voting shares of such bank. In approving bank acquisitions by
bank holding companies, the Federal Reserve Board is required to consider the
financial and managerial resources and future prospects of the bank holding
company and the banks concerned, the convenience and needs of the communities to
be served, and various competitive factors. The Attorney General of the United
States may, within 30 days after approval of an acquisition by the Federal
Reserve Board, bring an action challenging such acquisition under the federal
antitrust laws, in which case the effectiveness of such approval is stayed
pending a final ruling by the courts.
INTERSTATE ACQUISITIONS
The Federal Reserve Board will allow only the acquisition by a bank holding
company of an interest in any bank located in another state if the statutory
laws of the state in which the target bank is located expressly authorize such
acquisition. New York banking laws permit, in certain circumstances,
out-of-state bank holding companies to acquire certain existing banks and bank
holding companies in New York.
BANKING REGULATION
SCNB is a national bank, which is subject to regulation and supervision by the
Office of the Comptroller of the Currency. SCNB is subject to the requirements
and restrictions under federal law, including requirements to maintain reserves
against deposits, restrictions on the types and amounts of loans that may be
granted and the interest that may be charged thereon, and limitations on the
types of investments that may be made and the types of services that may be
offered. Various consumer laws and regulations also affect the operations of the
banks.
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES
Section 23A of the Federal Reserve Act imposes quantitative and qualitative
limits on transactions between a bank and any affiliate, and also requires
certain levels of collateral for such loans. It also limits the amount of
advances to third parties which are collateralized by the securities or
obligations of Registrant or its subsidiaries.
Section 23B requires that certain transactions between SCNB's affiliates must be
on terms substantially the same, or at least as favorable, as those prevailing
at the time for comparable transactions with or involving other nonaffiliated
companies. In the absence of such comparable transactions, any transaction
between Registrant and its affiliates must be on terms and under circumstances,
including credit standards, that in good faith would be offered to or would
apply to nonaffiliated companies.
EXAMINATIONS
The FDIC periodically examines and evaluates insured banks. Based upon such an
evaluation, the FDIC may revalue the assets of an insured institution and
require that it establish specific reserves to compensate for the difference
between the FDIC-determined value and the book value of such assets. Effective
December 19, 1992, FDICIA requires that these on-site examinations be conducted
every 18 months until December 31, 1993, except that certain
less-than-satisfactory institutions must be examined every 12 months.
Thereafter, the examinations are to be conducted every 12 months, except that
certain well capitalized banks may be examined every 18 months. FDICIA
authorizes the FDIC to assess the institution for its costs of conducting the
examinations. The rules and regulations of the Comptroller also provide for
periodic examinations by those agencies.
STANDARDS FOR SAFETY AND SOUNDNESS.
As part of the FDICIA's efforts to promote the safety and soundness of
depository institutions and their holding companies, the appropriate federal
banking regulators are required to promulgate by December 1, 1993 regulations
specifying opera-
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tional and management standards (addressing internal controls, loan
documentation, credit underwriting and interest rate risk) and asset quality,
earnings and stock valuation standards (including a minimum ratio of market
value to book value of the publicly traded shares of such depository
institutions and holding companies). The proposed regulations did not address
standards for a minimum ratio of market value to book value because the Board
found that market value is affected by factors unrelated to safety and
soundness.
EXPANDING ENFORCEMENT AUTHORITY
One of the major additional burdens imposed on the banking industry by FDICIA is
the increased ability of banking regulators to monitor the activities of banks
and their holding companies. In addition, the Federal Reserve Board, Comptroller
and FDIC are possessed of extensive authority to police unsafe or unsound
practices and violations of applicable laws and regulations by depository
institutions and their holding companies. For example, the FDIC may terminate
the deposit insurance of any institution which it determines has engaged in an
unsafe or unsound practice. The agencies can also assess civil money penalties
of up to $1 million per day, issue cease and desist or removal orders, seek
injunctions, and publicly disclose such actions. FDICIA, FIRREA and other laws
have expanded the agencies' authority in recent years, and the agencies have not
yet fully tested the limits of their powers.
RECENT LEGISLATION
As a consequence of the extensive regulation of commercial banking activities in
the United States, the business of Registrant and its subsidiaries are
particularly susceptible to being affected by enactment of federal and state
legislation which may have the effect of increasing or decreasing the cost of
doing business, modifying permissible activities or enhancing the competitive
position of other financial institutions.
In 1994 the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
was enacted by Congress. Under the act, beginning on September 29, 1995, bank
holding companies may acquire banks in any state, notwithstanding contrary state
law, and all banks commonly owned by a bank holding company may act as agents
for one another. An agent bank may receive deposits, renew time deposits, accept
payments, and close and service loans for its principal banks but will not be
considered to be a branch of the principal banks.
Banks also may merge with banks in another state and operate either office as a
branch, pre-existing contrary state law notwithstanding. This law becomes
automatically effective in all states on June 1, 1997, unless (1) the law
becomes effective in a given state at any earlier date through legislation in
that state; or (2) the law does not become effective at all in a given state if
by legislation enacted before June 1, 1997, that state opts out of coverage by
the interstate branching provision. Upon consummation of an interstate merger,
the resulting bank may acquire or establish branches on the same basis that any
participant in the merger could have if the merger had not taken place.
Banks may also merge with branches of banks in other states without merging with
the banks themselves, or may establish de novo branches in other states, if the
laws of the other states expressly permit such mergers or such interstate de
novo branching.
GOVERNMENTAL MONETARY POLICIES AND ECONOMIC CONDITIONS
The principal sources of funds essential to the business of banks and bank
holding companies are deposits, stockholders' equity and borrowed funds. The
availability of these various sources of funds and other potential sources, such
as preferred stock or commercial paper, and the extent to which they are
utilized, depends on many factors, the most important of which are the FRB's
monetary policies and the relative costs of different types of funds. An
important function of the FRB is to regulate the national supply of bank credit
in order to combat recession and curb inflationary pressure. Among the
instruments of monetary policy used by the Federal Reserve Board to implement
these objections are open market operations in United States Government
securities, changes in the discount rate on bank borrowings, and changes in
reserve requirements against bank deposits. The monetary policies of the FRB
have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to do so in the future. In view of the
recent changes in regulations affecting commercial banks and other actions and
proposed actions by the federal government and its monetary and fiscal
authorities, including proposed changes in the structure of banking in the
United States, no prediction can be made as to future changes in interest rates,
credit availability, deposit levels, the overall performance of banks generally
or Suffolk and its subsidiaries in particular.
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STATISTICAL DISCLOSURE
Pages 4 through 13 of the Annual Report to Shareholders for the fiscal year
ended December 31, 1997.
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 15 buildings in fee,
and holds 15 buildings under lease agreements.
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 4 and 16 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1997.
At March 11, 1998, there were approximately 1,820 equity holders of record of
the Company's common stock.
ITEM 6. SELECTED FINANCIAL DATA
Page 25 of this Annual Report to Shareholders for the fiscal year ended December
31, 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Pages 5 through 13 of this Annual Report to Shareholders for the fiscal year
ended December 31, 1997.
MARKET RISK
Suffolk originates and invests in interest-earning assets and solicits
interest-bearing deposits. There is risk when interest rates fluctuate to the
extent that there is a difference between the amount of interest-earnings assets
and interest-bearing liabilities that are paid or withdrawn before maturity,
mature, or reprice in any given time period. The main objective of Suffolk's
asset/liability management program is to maximize net interest income while
limiting the risks of changing
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interest rates and liquidity to acceptable levels, while meeting Suffolk's need
for funds.
Suffolk monitors the risks of changing interest rates using several techniques,
including an interest-rate sensitivity model and a traditional interest-rate
sensitivity gap analysis. Using the model, Suffolk projects net interest income,
and then estimates the effect of various changes in interest rates, as well as
changed in the composition of assets and liabilities. Suffolk also uses the
model to calculate the change in net portfolio value ("NPV") in a range of
rate-change scenarios. NPV is the present value of cash flows from assets and to
liabilities in the future. Traditional gap analysis computes the difference, or
interest-rate sensitivity gap, between assets and liabilities which reprice in a
given period of time, and also cumulatively through the end of each period of
time.
The following table shows as the "base case" an estimate of Suffolk's NPV at
December 31, 1997, using current discount rates and an estimate of Suffolk net
income for 1998 assuming no changes in interest rates or the composition of
assets or liabilities. It also shows what would happen in the case of "rate
shocks" of 100 and 200 basis points, plus or minus. This analysis assumes that
the change in rates was immediate, and that the change in rates was the same for
instruments of all maturities. The information in this table is based on
estimates and assumptions that Suffolk believes are reasonable. It constitutes a
"forward-looking statement" within the meaning of that term as set forth in Rule
175 of the Securities Act of 1933 and Rule 3-b6 of the Securities Act of 1934,
as amended.
Market Risk (Rate Shock Analysis)
December 31, 1997
(dollars in thousands)
- --------------------------------------------------------------------------------------------------
Net Portfolio Value 12/31/97 Net Interest Income - 1998
Change Change
From From
- --------------------------------------------------------------------------------------------------
Rate Scenario Amount Base Case Amount Base Case
- --------------------------------------------------------------------------------------------------
+200 basis point rate shock $ 74,170 15.4% $ 46,565 5.1%
+100 basis point rate shock 69,329 7.8% 45,430 2.6%
Base Case 64,287 44,295
- -100 basis point rate shock 59,034 (8.2%) 43,160 (2.6%)
- -200 basis point rate shock 53,562 (16.7%) 42,025 (5.1%)
- --------------------------------------------------------------------------------------------------
The following table illustrates the contractual sensitivity to changes in
interest rates of the Company's total loans, net of discounts not including
overdrafts and loans not accruing interest, together totaling $3,608,000 at
December 31, 1997: (in thousands)
- --------------------------------------------------------------------------------------------------
After 1 but After
INTEREST RATE PROVISION Within 5 Years 5 Years Total
- --------------------------------------------------------------------------------------------------
Predetermined rates $ 278,645 $ 28,296 $ 306,941
Floating or adjustable rates 43,803 4,723 48,526
- --------------------------------------------------------------------------------------------------
Total 322,448 $ 33,019 $ 355,467
==================================================================================================
The following table illustrates the contractual sensitivity to changes in
interest rates on the Company's commercial, financial, and agricultural; and
real estate construction loans not including non-accrual loans totaling
approximately $648,000 at December 31, 1997: (in thousands)
- --------------------------------------------------------------------------------------------------
Due Within After 1 but After
1 year Before 5 Years 5 years Total
- --------------------------------------------------------------------------------------------------
Commercial, financal & $ 99,162 $ 3,515 $ 8,250 $ 110,927
agricultural
Real estate construction 5,569 4,077 -- 9,646
- --------------------------------------------------------------------------------------------------
Total $ 104,731 $ 7,592 $ 8,250 $ 120,573
- --------------------------------------------------------------------------------------------------
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 14 to 25 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1997.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income"
and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." These statements are effective for fiscal years beginning after
December 15, 1997 and restatement of financial statements or information for
earlier periods provided for comparative purposes is required. The provisions of
these statements will not affect Suffolk's results of operation or financial
condition.
In February 1998, the Financial Accountings Standards Board issued Statement of
Financial Accounting Standards No. 132 "Employers' Disclosures about Pensions
and Other Post-retirement Benefits" ("SFAS No. 132"). SFAS No. 132 supercedes
the disclosure requirements for pension and other post-retirement plans as set
forth in SFAS No. 87, "Employers' Accounting For Pensions," SFAS No. 88,
"Employers' Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits," and SFAS No. 106, "Employers'
Accounting for Post-retirement Benefits Other Than Pensions." SFAS No. 132 does
not address measurement or recognition for pension and other post-retirement
benefit plans.
SFAS No. 132 is effective for fiscal years beginning after December 15, 1997.
Restatement of disclosures for earlier periods provided for comparative purposes
is required unless the information is not readily available.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pages 1 - 9 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 14, 1998 is incorporated herein by reference.
EXECUTIVE OFFICERS
NAME AGE POSITION BUSINESS EXPERIENCE
John F. Hanley 51 President & 1/98 - President & CEO of Suffolk Bancorp
Chief Executive Officer 1/97 - President, CEO, and Director
of The Suffolk County National Bank
1/96 - EVP & CAO of Suffolk Bancorp
4/86 - 12/95 SVP 12/80 - 4/86 VP
Employed by The Suffolk County
National Bank Since September 1971
Victor F. Bozuhoski, Jr. 59 Executive Vice President, 1/97 - EVP & CFO of Suffolk Bancorp
Treasurer & 12/88 - 12/96 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.
Thomas S. Kohlmann 51 Executive Vice President 1/98 - EVP Suffolk Bancorp
1/96 - EVP & Chief Lending Officer
2/92 - 12/95 SVP
1980 - 1992 SVP Marine Midland Bank
Employed by The Suffolk County
National Bank
Since February 1992
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Augustus C. Weaver 55 Executive Vice President 1/98 - EVP Suffolk Bancorp
1/96 - EVP & Chief Information Officer
2/87 - 12/95 President, Island
Computer Corporation of N.Y., 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
J. Gordon Huszagh 44 Senior Vice President & 1/97 - SVP & Chief Financial Officer of
Comptroller The Suffolk County National Bank
12/92 - 12/96 SVP & 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
ITEM 11. EXECUTIVE COMPENSATION
Pages 3 - 7 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 14, 1998 is incorporated herein by reference.
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 14, 1998 is incorporated herein by reference.
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 14, 1998 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 14 through
26 inclusive, of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1997.
Financial Statements (Consolidated)
Statements of Condition - December 31, 1997 and 1996
Statements of Income - For the years ended December 31, 1997, 1996, and
1995 Statements of Changes in Stockholders' Equity - For the years ended
December 31, 1997, 1996, and 1995
Statements of Cash Flows - For the years ended December 31, 1997, 1996,
and 1995
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
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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. 1997 Annual Report to the Shareholders.
REPORTS ON FORM 8-K
There were no reports filed on Form 8-K for the three-month period ended
December 31, 1997.
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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 its
behalf by the undersigned, thereunto duly authorized.
SUFFOLK BANCORP March 31, 1998
- --------------------
(Registrant)
By /s/ Edward J. Merz
---------------------------
EDWARD J. MERZ
Chairman
Director
By /s/ Raymond A. Mazgulski
---------------------------
RAYMOND A. MAZGULSKI
Vice Chairman
Director
By /s/ John F. Hanley
---------------------------
JOHN F. HANLEY
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
--------------------------- ---------------------
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 3rd /s/ Peter Van de Wetering
--------------------------- ---------------------
HALLOCK LUCE 3RD PETER VAN DE WETERING
Director Director
/s/ Bruce Collins
---------------------------
BRUCE COLLINS
Director
EXHIBIT INDEX
Description Exhibit Pages
- ----------- ------- -------
1997 Annual Report to Shareholders C 1 - 28
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