SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Schedule 13D
Under the Securities Exchange Act of 1934
SUFFOLK BANCORP
(Name of Issuer)
Common Stock, $5.00 par value
(Title of Class of Securities)
864739107
(CUSIP Number)
Daniel M. Healy
Executive Vice President
and
Chief Financial Officer
North Fork Bancorporation, Inc.
9025 Route 25
Mattituck, New York 11952
(516) 298-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2642
September 12, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with this statement: [ ]
CUSIP No. 864739107
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
North Fork Bancorporation, Inc.
I.R.S. Identification No. 36-3154608
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of New York
7. SOLE VOTING POWER
NUMBER OF SHARES 5.3%
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER
PERSON WITH None
9. SOLE DISPOSITIVE POWER
5.3%
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
195,064
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 1, dated September 12, 1995,
to the Schedule 13D (the "Schedule 13D") filed by North
Fork Bancorporation, Inc. ("North Fork") and dated as of
May 25, 1995, amends and supplements the Schedule 13D by
adding the following information under the items
indicated. Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the
Schedule 13D.
Item 4. Purpose of Transaction.
North Fork is continuing to explore the
possibility of acquiring the entire equity interest in
the Company. North Fork may acquire ownership or control
of up to 19.9% of the outstanding voting securities of
the Company without seeking any further regulatory
approval. North Fork currently intends to purchase
Common Stock from time to time, up to 19.9% of the
outstanding shares of Common Stock, in the market or in
privately negotiated transactions, subject to market
conditions and other opportunities available to North
Fork. North Fork reserves the right not to purchase any
shares of Common Stock and to sell some or all of the
Common Stock that it currently owns or that it may
acquire in the future.
On September 12, 1995, North Fork delivered a
letter (the "Letter") to the Company detailing certain
disclosure deficiencies which North Fork believes are
contained in the Company's proxy statement relating to
the Company's special meeting scheduled to be held on
September 28, 1995. The letter is attached hereto as
Exhibit 1 and is incorporated by reference herein.
Except as set forth in this Item 4, neither
North Fork nor, to the best of North Fork's knowledge,
any of the individuals named in Schedule I hereto, has
any plans or proposals which relate to or which would
result in any of the actions specified in Clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) North Fork has sole voting and
dispositive power with respect to 195,064 shares, or
approximately 5.3% of the shares of Common Stock reported
by the Company to be outstanding on August 25, 1995. In
addition, an aggregate of 11,709 shares of Common Stock
are owned by North Fork officers and directors, as set
forth in Schedule 2 hereto. North Fork expressly
disclaims beneficial ownership of all of the shares held
by its officers and directors.
Except as set forth above, neither North Fork
nor, to the best of North Fork's knowledge, any of the
individuals named in Schedule I hereto, owns any Common
Stock.
(c) On July 3, 1995, Allan C. Dickerson acquired
9.05 shares of Common Stock through the Company's Dividend
Reinvestment and Stock Purchase Plan at a price of $33.25
per share. Except as set forth above, neither North Fork
nor, to the best of North Fork's knowledge, any of the
individuals named in Schedule I hereto, has effected any
transaction in the Common Stock during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
In connection with the receipt of approval from
the Banking Department of the Banking Department
Application, North Fork has made commitments to the
Banking Department which are similar in all material
respects to those made to the Federal Reserve in
connection with the approval of the Federal Reserve
Application.
Item 7. Material to be filed as Exhibits.
Exhibit 1-- Letter, dated as of September
12, 1995, from John A. Kanas
to Suffolk Bancorp
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 12, 1995
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
_____________________________
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK BANCORPORATION, INC.
The name, business address, present principal
occupation or employment, and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of
each of the directors and executive officers of North
Fork Bancorp-oration, Inc. ("North Fork") is set forth
below. If no business address is given, the director's
or officer's address is 9025 Route 25, Mattituck, New
York 11952. Unless otherwise indicated, each occupation
set forth opposite an executive officer's name refers to
employment with North Fork.
Present Principal Occupation
Name or Employment and Address
John Adam Kanas Chairman, President and Chief
Executive Officer
Anthony J. Abate Vice President and Secretary
John Bohlsen Vice Chairman - North Fork
President
The Helm Development Corp.
166 W. Main St.
East Islip, NY 11730
Malcolm J. Delaney Retired
Heritage Hills
518A
Somers, NY 10589
Allan C. Dickerson Retired
2255 Grand Ave.
Mattituck, NY 11952
Lloyd A. Gerard Antique Dealer and Auctioneer
P.O. Box 146
Remsenburg, NY 11960
Daniel M. Healy Executive Vice President and
Chief Financial Officer
James F. Reeve President
Harold R. Reeve & Sons, Inc.
North Road
Mattituck, NY 11952
James H. Rich, Jr. President
Southold Lumber Co., Inc.
3045 Wells Ave.
P.O. Box 208
Southold, NY 11971
George H. Rowsom President
S.T. Preston & Son, Inc.
South Main St. Wharf
Greenport, NY 11944
Kurt R. Schmeller President
Queens Borough Community College
City University of New York
Bayside, NY 11364
Raymond W. Terry, Jr. Retired
610 Jockey Creek Dr.
P.O. Box 983
Southold, NY 11971
SCHEDULE II
SHARES OF SUFFOLK BANCORP
OWNED BY
DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK BANCORPORATION, INC.
North Fork expressly disclaims beneficial
ownership of the 11,709 shares of Common Stock which, as
of September 12, 1995, are owned by North Fork officers
and directors, as set forth below.
Shares Date Manner of
Name Owned Purchased Purchase
Lloyd A. Gerard 9,110 1928-1985 Gift
Allan C. Dickerson 100 (1) 6/1/84 Purchase
10 (1) 6/7/86 Dividend
440 (1) 7/31/86 5/1 Split
550 (1) 5/22/87 2/1 Split
414 (1) Since 1987 Dividend
Reinvestment
James H. Rich, Jr. 50 (2) 11/8/76 Purchase
2 (2) 2/4/85 Dividend
Reinvestment
10 (2) 6/30/85 Dividend
Reinvestment
248 (2) 7/31/86 5/1 Split
310 (2) 5/22/87 2/1 Split
100 (2) 10/7/87 Purchase
180 (3) 2/18/88 Purchase
100 (3) 11/16/88 Purchase
John Adam Kanas 7 Prior to 1986 Purchase
28 7/31/86 5/1 Split
35 5/22/87 2/1 Split
15 Since 1987 Dividend
Reinvestment
Total: 11,709
(1) Owned by Mr. Dickerson's wife, Charlotte Dickerson.
(2) Owned by Mr. Rich's wife, Adele Rich.
(3) Owned jointly by Mr. Rich and his wife, Adele Rich.
[NORTH FORK LOGO]
VIA HAND DELIVERY
September 12, 1995
Suffolk Bancorp
6 West Second Street
Riverhead, New York 11901
Attention: Edward J. Merz
Dear Mr. Merz:
As a shareholder of Suffolk Bancorp ("Suffolk"), North
Fork Bancorporation, Inc. recently received a proxy
statement relating to Suffolk's special meeting of
shareholders scheduled to be held on September 28, 1995.
At that meeting, Suffolk's shareholders will vote upon a
proposal (the "Proposal") to increase the number of
authorized shares of Suffolk's common stock. After
reviewing the proxy statement, North Fork is astonished
to discover that Suffolk has once again failed to
disclose in its proxy statement all material information
relating to the Proposal. North Fork is also shocked to
discover that Suffolk appears to have totally ignored the
Securities and Exchange Commission's rules with respect
to the filing of preliminary proxy material.
As an initial matter, let me state that as an observer of
Suffolk's Board of Directors' past performance, I cannot
say that North Fork is surprised by the Proposal, which
attempts to insulate Suffolk from a merger transaction.
What is surprising is that, in light of the current
merger and acquisition environment in the banking
industry and your Board of Directors' admittedly small
economic investment in Suffolk, Suffolk should be
fighting so vigorously to deprive shareholders of
alternatives that undeniably are more valuable from a
financial standpoint than the alternative of Suffolk
continuing as an independent company. It is our opinion
that your strategy of independence, and your Proposal
which is designed to further that strategy, flies so
squarely in the face of reason as to give the appearance
of recklessness on the part of your Board. In our view,
these actions also imply that at least certain members of
your Board are motivated primarily by the desire to
continue to engage in self-dealing transactions,
especially since their businesses receive hundreds of
thousands of dollars in fees from Suffolk according to
your 1995 annual proxy statement.
The Proxy Statement states that "[t]he Board of Directors
has determined that, at least for the foreseeable future,
it is in the best interest of [Suffolk] and its
shareholders, its customers and the community it serves
for [Suffolk] to remain independent. The Board has
adopted a strategic plan pursuant to which it intends to
remain independent." In furtherance of this strategic
plan, the "Board of Directors currently intends to adopt
a [poison pill rights] plan" to block a takeover of the
Company if the Proposal is adopted. By asking Suffolk's
shareholders to approve the Proposal, Suffolk is in
effect asking its shareholders to ratify the Board's
decision that Suffolk remain independent. Incredibly,
the Proxy Statement contains no explanation of why
Suffolk's continued independence makes business or
financial sense or of the factual basis for the Board's
decision. Presumably, when considering independence as a
possible strategic course, the Board of Directors
received the advice of an independent financial advisor
with respect to the range of possible values and relative
advisability of various strategic alternatives available
to Suffolk, including with respect to continued
independence.* Because soliciting proxies in favor of
the Proposal is effectively tantamount to seeking
shareholder ratification of the Board's decision in favor
of continued independence, the proxy statement is false
and misleading in failing to disclose to shareholders the
same information concerning possible strategic
alternatives and the relative values thereof that the
Board presumably had in its possession when making its
decision concerning strategic direction. This
information is particularly important to shareholders in
light of North Fork's expressed acquisition interest.
Moreover, the Board of Directors has stated its current
intention to adopt a poison pill rights plan (the "Rights
Plan") if the Proposal is approved. Suffolk has left its
shareholders in the dark by failing to include even a
brief description of the material terms of the
contemplated Rights Plan. Suffolk's shareholders have a
right to know what the triggering events would be under
the Rights Plan or if the Rights Plan would contain,
among other things, any "fair-offer" exception, or
"shareholder referendum" or "sunset" provisions. The
failure of the proxy statement to disclose this
information renders the proxy statement false and
misleading.
Finally, Suffolk states in the Proxy Statement that the
"'Rights Plan' is an antitakeover device . . . [and that]
[t]he Board may also consider adopting other antitakeover
plans involving the issuance of shares in the future."
Suffolk has totally ignored the rules and regulations of
the Securities and Exchange Commission (the "SEC"),
specifically Instruction 2 of Item 19 of Schedule 14A
promulgated under the rules and regulations of the
_________________
* If Suffolk's Board of Directors failed to receive
such advice, then the action of Suffolk's Board of
Directors in adopting a strategic plan contemplating
continued independence poses a very serious question
about whether the Board has violated its fiduciary
duty of care, which requires a board of directors to
make decisions on a fully informed basis after
considering all material information.
Securities Exchange Act of 1934, as amended. Had Suffolk
paid even scant attention to this instruction, it would
have realized that the SEC release cited in such
instruction requires a company, when soliciting
shareholders with respect to the implementation of an
antitakeover device, to describe all of its existing
antitakeover devices in the proxy statement related to
such solicitation. Suffolk's proxy statement lacks any
such description (for example, disclosure about Suffolk's
classified board) and, therefore, fails to comply with
the rules and regulations of the SEC.
As a Suffolk shareholder, North Fork is dismayed that it
must remind Suffolk's Board of Directors and management
of their fiduciary duties to shareholders and of the
requirements under the federal securities laws. On
behalf of all of Suffolk's shareholders, we urge you to
supplement your proxy statement in order to comply with
Instruction 19 of Schedule 14A and to disclose the facts
and rationale (including valuation data) relating to the
Board of Directors' decision to pursue a strategic course
of independence and the material terms of the
contemplated Rights Plan so that shareholders are fully
informed of all material facts relating to the Proposal.
We also urge Suffolk to postpone the special meeting to
allow sufficient time for the supplemental material to be
distributed to shareholders and for shareholders to
execute and return new proxy cards for use at the special
meeting.
If you do not advise North Fork, through the undersigned
(at (516) 298-5000), by the close of business on
Thursday, September 14, 1995, that Suffolk intends to
revise its proxy statement to contain the type of
disclosures described herein, North Fork will be forced
to consider other appropriate alternatives.
Sincerely,
North Fork Bancorporation, Inc.
By: /s/ John Adam Kanas
John Adam Kanas
cc: Raymond A. Mazgulski
Chairman of the Board, Suffolk Bancorp
