SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
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.
275 Broad Hollow Road
Melville, New York 11747
(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
December 28, 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
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
0%
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
0%
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 3 amends and supplements the
Schedule 13D dated as of May 25, 1995, as amended by
Amendments No. 1 and 2 thereto, dated September 12, 1995
and September 21, 1995, respectively (as so amended, the
"Schedule 13D"), filed on behalf of North Fork
Bancorporation, Inc., a Delaware corporation ("North
Fork"). Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the
Schedule 13D.
Item 5 of the Schedule 13D is hereby amended to
include the following:
Item 5. Interest in Securities of the Issuer.
On December 28, 1995, North Fork sold 235,064
shares of Company Common Stock at a price of $37 3/8 per
share. North Fork had acquired such shares for an
average price of approximately $27 per share. North
Fork's aggregate gain of aproximately $2.4 million will
be included in the operating results for North Fork for
the quarter ended December 31, 1995. In conjunction with
such sale, North Fork and the Company entered into an
agreement whereby North Fork agreed, among other things,
not to purchase shares of Company Common Stock for a
period of twenty-four months. A copy of such agreement
is attached hereto as Exhibit 1, and is incorporated
herein by reference.
By reason of its recent sale of Company Common
Stock, North Fork has sole voting and dispositive power
with respect to 0 shares of Company Common Stock. North
Fork expressly disclaims any beneficial ownership of the
11,709 shares of Company Common Stock which are owned by
North Fork officers and directors, as set forth in
Schedule II to the Schedule 13D.
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 to the 13D, owns any
Company Common Stock.
The following sales of Company Common Stock
were effected by North Fork during the past 60 days:
Sale Date Number of Shares Price Per Share
12/28/95 235,064 $37 3/8
The foregoing sale was effected through a
privately negotiated transaction. 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 to the 13D, has effected any transaction in
the Company Common Stock during the past 60 days.
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: December 28, 1995
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
___________________________
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
EXHIBIT 1
[NORTH FORK LETTERHEAD]
December 28, 1995
Suffolk Bancorp
6 West Second Street
Riverhead, New York 11901
Gentlemen:
In consideration of the sale to you today of 235,064 shares
of the common stock, par value $5.00 per share, of Suffolk
Bancorp ("Suffolk"), at a price of $37 3/8 per share, we hereby
agree as follows:
North Fork Bancorporation ("North Fork") agrees that, for a
period of twenty-four months from the date hereof, it shall not,
and shall cause each of its corporate affiliates not to, directly
or indirectly, through one or more intermediaries or otherwise,
(i) acquire, agree to acquire or make any proposal to acquire,
the securities of Suffolk or any of its subsidiaries, any warrant
or option to acquire any such securities, any security
convertible into or exchangeable for any such securities or any
other right to acquire any such securities, other than
acquisitions by depositary institution subsidiaries in a
fiduciary capacity or in consideration of debts previously
contracted in the ordinary course of business; (ii) seek or
propose any merger, consolidation, business combination, tender
or exchange offer, sale or purchase of assets or securities,
dissolution, liquidation, restructuring, recapitalization or
similar transaction of or involving Suffolk or any of its
subsidiaries; (iii) make, or in any way participate in, any
"solicitation" of proxies or consents within the meaning of Rule
14a-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with respect to any securities of Suffolk or any
of its subsidiaries, or seek to advise or influence any person
with respect to the voting of any securities of Suffolk or any of
its subsidiaries or demand a copy of the stock ledger, list of
stockholders, or any other books and records of Suffolk or any of
its subsidiaries; (iv) form, join or in any way participate in a
"group" (within the meaning of Section 13(d)(3) of the Exchange
Act), with respect to any securities of Suffolk or any of its
subsidiaries; (v) otherwise act, alone or in concert with others,
to seek control or influence, in any manner, the management,
Board of Directors or policies of Suffolk or any of its
subsidiaries; (vi) have any discussions or enter into any
arrangements, understandings or agreements (whether written or
oral) with, or advise, finance, assist or encourage, any other
persons in connection with any of the foregoing, or make any
other investment in any other person that engages, or offers or
proposes to engage, in any of the foregoing, or (vii) make any
publicly disclosed proposal regarding any of the foregoing.
North Fork also agrees during such period not to make any
proposal, statement or inquiry, or disclose any intention, plan
or arrangement (whether written or oral) inconsistent with the
foregoing, or request Suffolk, directly or indirectly, to amend,
waive or terminate any provision of this Agreement (including
this sentence).
The parties further agree that funds in the full amount of
the purchase price described above shall be wired in immediately
available funds on or prior to 12:00 noon on January 2, 1996.
This Agreement may be executed in several counterparts and
by different parties hereto on separate counterparts, and when so
executed, each such counterpart shall be deemed to be an
original. Such counterparts together shall constitute one and
the same instrument.
If the foregoing correctly states our understanding and
agreement, kindly acknowledge and return this Agreement to the
attention of the undersigned.
Sincerely,
NORTH FORK BANCORPORATION
By: /s/ John Adam Kanas
Name: John Adam Kanas
Title: Chairman, President
and Chief Executive Officer
ACCEPTED AND AGREED TO:
SUFFOLK BANCORP
By: /s/ Edward J. Merz
Name: Edward J. Merz
Title: President
