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.
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
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.
ITEM 3
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
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.
PART II
ITEM 5
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.
ITEM 6
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
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
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
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
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
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
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.
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 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
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. 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
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
EXHIBIT INDEX
EXHIBIT INDEX (continued)
EXHIBIT INDEX (continued)
(a) Management Contract or Compensatory Plan arrangement.