ITEM 1 BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
North Fork Bancorporation, Inc. (the "Registrant") located in Mattituck, 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. On November 30, 1994, Metro Bancshares Inc. ("Metro"), the parent company of Bayside Federal Savings Bank ("BFS"), a federally chartered Stock Savings Bank, was merged with and into the Registrant. Simultaneously, BFS (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 Registrant's bank subsidiary, North Fork Bank (the "Bank"). The merger, which was accounted for as a pooling-of-interests, increased the Registrant's total assets, total deposits and stockholder's equity to $2.7 billion, $2.3 billion and $254.9 million, respectively, at December 31, 1994. A more detailed discussion concerning the Registrant's financial condition and results of operations is contained in Part II of this Annual Report. The Registrant's primary subsidiary, 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 47 branch locations throughout Suffolk, Nassau, Queens, Westchester and Rockland Counties, New York.
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, 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 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 its bank subsidiary have seven 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, 1994.
NARRATIVE DESCRIPTION OF BUSINESS
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 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.
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" in Management's Discussion and Analysis (pages 19 - 20) of the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 included as Exhibit 13 herewith and incorporated herein by reference.
As of December 31, 1994, the Registrant and its consolidated subsidiaries had approximately 910 full-time equivalent employees.
ITEM 2
ITEM 2 PROPERTIES
The Registrant maintains its corporate offices in a 28,300 square foot facility, owned by the Bank, located at 9025 Main Road, Mattituck, New York.
The Bank owns twenty-seven (27) buildings and occupies twenty-six (26) other facilities under various lease arrangements (see Note 13 - (page 41) of the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 included as Exhibit 13 herewith and incorporated herein by reference). All but five of these facilities are utilized by the Bank for branch banking offices. Of the five, two are owned facilities used by the data processing, loan servicing and operations departments of the Bank. The remaining space is leased to accommodate additional office space and warehouse needs. 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
ITEM 3 LEGAL PROCEEDINGS
Information required by this item is set forth under the caption "Note 13 - Other Commitments and Contingent Liabilities - (c) Other Matters", in the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 (page 41), included herein as Exhibit 13 and incorporated herein by reference.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant held a special meeting of its stockholders on November 10, 1994 to approve the merger with Metro Bancshares Inc. The Registrant's stockholders approved the merger with 10,140,487 affirmative votes cast, 135,345 negative votes cast and 80,800 votes abstaining.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages, positions and business experience during the past five years of the executive officers of the Registrant as of March 20, 1995, are presented in the following table. The officers are elected annually by the Board of Directors.
PART II
ITEM 5
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 March 20, 1995, there were 5,463 shareholders of record of the Registrant's common stock.
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). The Registrant did not declare dividends during 1993 (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 9), the "Liquidity" section of Management's Discussion and Analysis (page 16), the "Selected Statistical Data" (page 21), the last paragraph of "Note 8 - Long Term Borrowings" (page 33) and the two paragraphs following the Condensed Financial Statements of "Note 12 - Parent Company Only" (page 41) of the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 included herein as Exhibit 13 herewith and incorporated by reference.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
The information required by this item is set forth in "Selected Financial Data" (page 9) and item (a) of "Note 2 - Business Combinations" (page 29) of the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 included herewith as Exhibit 13 and incorporated herein by reference.
ITEM 7
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 10 - 20) of the Registrant's Annual Report to Shareholders for the year ended December 31, 1994, included herewith as Exhibit 13 and incorporated herein by reference.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is set forth in the Registrant's Annual Report to Shareholders for the year ended December 31, 1994 included herewith as Exhibit 13 and incorporated herein by reference:
Unaudited Consolidated Quarterly Financial Information (page 21); the Consolidated Financial Statements (pages 22-26); the Notes to the Consolidated Financial Statements (pages 27-43); the Independent Auditors' Report (page 44); and the Report of Management (page 45).
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
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
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 2-5) in the Registrant's Definitive Proxy Statement for its Annual Meeting of Stockholders to be held April 25, 1995, which is incorporated herein by reference.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item is set forth under the captions "Compensation of Directors" (page 6), "Executive Compensation" (pages 7-17), and "Retirement Plans" (page 18) in the Registrant's Definitive Proxy Statement for its Annual Meeting of Stockholder's to be held April 25, 1995, which is incorporated herein by reference.
ITEM 12
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 25, 1995, which is incorporated herein by reference.
ITEM 13
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 18) in the Registrant's Definitive Proxy Statement for its Annual Meeting of Stockholders to be held April 25, 1995, which is incorporated herein by reference.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. The consolidated financial statements, including notes thereto, of the Registrant, required in response to this item is set forth in response to Item 8 of this annual report are incorporated herein by reference in the Registrant's Annual Report to Shareholders filed herewith as Exhibit 13.
(a)2. 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.
(b) Reports on Form 8-K filed during the fourth quarter of 1994 are as follows:
On October 17, 1994, the Registrant filed a current report stating that it had issued a press release regarding third quarter and year-to-date 1994 financial results.
On October 28, 1994, the Registrant filed a current report stating that it had issued a press release announcing that it had received all regulatory approvals required for its acquisition of Metro Bancshares Inc.
On December 20, 1994, the Registrant filed a current report containing a brief description of the merger with Metro Bancshares Inc. and all required financial and proforma financial statement disclosures.
(c) The following table contains those exhibits as required by Item 601 of Regulation S-K.
1. The following exhibits are incorporated herein by reference:
2. The following exhibits are submitted herewith:
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 28, 1995 BY: /s/ John A. Kanas ------------------------------- JOHN A. KANAS President and Chief Executive Officer
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.
EXHIBIT INDEX -------------
Exhibit Number Description ------- -----------
10.9 North Fork Bancorporation, Inc. Performance Plan 11 Statement re: Computation of earnings per share. 13 Portions of the Annual Report to Shareholders for the year ended December 31, 1994. 21 Subsidiaries of Registrant 23 Accountants' Consent 27 Financial Data Schedule