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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1995
REGISTRATION NO. 33-54222
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH FORK BANCORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 36-3154608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
9025 MAIN ROAD
MATTITUCK, NEW YORK 11952
(516) 298-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN ADAM KANAS, PRESIDENT
NORTH FORK BANCORPORATION, INC.
9025 MAIN ROAD
MATTITUCK, NEW YORK 11952
(516) 298-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all correspondence to:
THOMAS B. KINSOCK, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
================================================================================
Pursuant to Rule 429, the prospectus contained in this registration
statement also relates to the securities registered pursuant to the Form S-3
Registration Statement No. 33-20767 as filed with the Commission on March 25,
1988.
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[NORTH FORK BANCORPORATION LETTERHEAD]
Dear Stockholder:
I am pleased to send you a prospectus describing our Dividend Reinvestment
and Stock Purchase Plan. This Plan offers our stockholders the opportunity to
purchase additional shares of Common Stock of North Fork Bancorporation, Inc.
(the "Company"). Shares can be purchased either with reinvested dividends or
with optional cash payments forwarded to the Plan Administrator. No brokerage
commissions, fees or service charges will be paid by participants for purchase
under the Plan.
From time to time, the Company may determine that participants will receive
a discount from the current market price on shares purchased under the Plan.
Such a discount may be applied to all shares purchased or only to shares
purchased with reinvested dividends, or different discount rates may be set for
purchases with reinvested dividends versus purchases with optional cash
payments. Currently, no discounts are being offered on any shares purchased
under the Plan; you will be notified if this policy changes.
The prospectus gives full details regarding the Plan, including minimum and
maximum dollar amounts for optional cash investments in any month.
If you would like to participate in the Plan, please complete and return
the enclosed Authorization Form to the Plan Administrator, First Chicago Trust
Company of New York, in the enclosed postage prepaid envelope.
Sincerely,
John Adam Kanas
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PROSPECTUS
NORTH FORK
BANCORPORATION, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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THIS PROSPECTUS RELATES TO THE SHARES OF COMMON STOCK OF NORTH FORK
BANCORPORATION, INC. REGISTERED FOR SALE UNDER THE PLAN REFERRED TO ABOVE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF NORTH FORK
BANCORPORATION, INC., AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
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THE DATE OF THIS PROSPECTUS IS MAY 16, 1995
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AVAILABLE INFORMATION
North Fork Bancorporation, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
Proxy statements, reports and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices in New York City (7 World Trade Center, New
York, New York 10048) and Chicago (Northwestern Atrium Center, 500 W. Madison
Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Proxy statements,
reports and other information concerning the Company also may be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. The Company's Common Stock is listed on the New York Stock Exchange. This
Prospectus does not contain all the information set forth in the Registration
Statement relating to the shares to be sold under the Plan and Exhibits thereto
(the "Registration Statement") which the Company has filed with the Commission
under the Securities Act of 1933, as amended, and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The Company's Current Reports on Form 8-K dated January 20, 1995,
and April 20, 1995; and
(d) The description of the Company's Common Stock which is contained
in the registration statement filed by the Company pursuant to Section 12
of the Exchange Act including any amendment or report filed for the purpose
of updating such description.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the filing of the Registration
Statement and prior to the termination of the offering of the securities of the
Company offered hereby shall be deemed to be incorporated by reference into this
Prospectus. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
documents expressly incorporated therein by reference). Written requests should
be directed to:
North Fork Bancorporation, Inc.
9025 Main Road
Mattituck, New York 11952
Attention: Corporate Secretary
Telephone requests may be directed to the Company's Corporate Secretary at
(516) 298-5000.
THE COMPANY
The principal executive offices of the Company are located at 9025 Main
Road, Mattituck, New York 11952. Its telephone number is (516) 298-5000.
DESCRIPTION OF THE PLAN
The following series of questions and answers constitutes the Plan in its
entirety.
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide eligible holders of shares of
the Company's Common Stock with a convenient and simple method of increasing
their investment in the Company by investing cash dividends and optional cash
payments in additional shares of Common Stock, without payment of any service
charges or brokerage commissions.
If the shares of Common Stock acquired for Plan Participants are purchased
directly from the Company, the Company will receive new equity capital funds
available for general corporate purposes.
The Plan is intended for the benefit of long-term investors and not for the
benefit of individuals or institutions who engage in short-term trading
activities which cause temporary fluctuations in the composite trading volume
and market price of Common Stock.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
Eligible holders of Common Stock who wish to participate in the Plan
("Participants" or "you") may have cash dividends on all or a portion of their
shares of Common Stock automatically reinvested in additional shares of Common
Stock. All cash dividends on shares of Common Stock deposited with or held by
the Plan Administrator will be automatically reinvested in the same manner. From
time to time, the Company may determine in its discretion that a discount from
the Current Market Price (defined in Question 12) will apply during ensuing
periods for purchases of shares with reinvested dividends. Currently, no
discount is applicable to shares purchased with reinvested dividends. If the
decision is made to permit such a discount, Participants will be notified in the
current President's letter to stockholders concerning the Plan (the "President's
Letter"), which constitutes a part of this Prospectus.
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If they wish, Participants may also purchase Common Stock by making
optional cash payments, within specified limits (as described in Questions 14
through 17). Participants may purchase Common Stock with optional cash payments
even if they are not reinvesting dividends on their shares of Common Stock or no
dividends are then being declared and paid. From time to time, the Company may
determine in its discretion that a discount from the Current Market Price will
apply during ensuing periods for purchases of shares with optional cash
payments. Such a discount, if any, need not be identical to the discount, if
any, on shares purchased with reinvested dividends. Currently, no discount is
applicable to shares purchased with optional cash payments. If the decision is
made to permit such a discount, Participants will be notified in the President's
Letter.
ADVANTAGES
3. What are the advantages of the Plan?
Under the Plan, Participants
- May acquire additional shares through reinvested dividends or optional
cash payments.
- May have dividends reinvested or optional cash payments invested in
shares of Common Stock without payment for any service charges, brokerage
commissions or record keeping.
- Are able to obtain full investment use of funds, because the Plan
provides for fractions of shares to be credited to Participants who
maintain Plan accounts.
- May avoid cumbersome safekeeping and record keeping costs through the
free custodial and reporting services furnished to Participants who
maintain Plan accounts.
PARTICIPATION
4. Who is eligible to participate?
You are an eligible holder of Common Stock and may therefore participate in
the Plan if you qualify as either one of the following: (a) you are a
stockholder whose address is in the United States and whose shares of Common
Stock are registered on the stock transfer books of the Company in your name (a
"Registered Stockholder") or (b) you are a stockholder whose address is in the
United States and who has beneficial ownership of shares of Common Stock that
are registered in a name other than your name (e.g., in the name of a broker,
bank or other nominee) (a "Beneficial Owner"). While a Registered Stockholder
may participate in the Plan directly, a Beneficial Owner wishing to participate
with respect to shares beneficially owned must either make arrangements with his
or her broker, bank or other nominee to participate in the Plan on his or her
behalf or become a Registered Stockholder by having such shares transferred into
his or her own name.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
Your right to participate in the Plan is not transferable apart from a
transfer of your underlying Common Stock to another person.
You or, if appropriate, your broker, bank or other nominee must supply the
Plan Administrator with certain forms in order for you to participate in the
Plan. (See Question 6.)
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5. May holders of other securities of the Company participate in the Plan?
The Company, from time to time, in its sole discretion, may permit holders
of certain other securities issued by the Company to participate in the Plan on
such terms and conditions as the Company may from time to time establish for
such purposes. To the extent the Company permits such participation by such
holders, wherever in this Prospectus the provisions of the Plan refer to holders
of Common Stock of the Company, such references shall be deemed to include
holders of such other securities as the context requires.
6. How does an eligible stockholder participate?
A Registered Stockholder may join the Plan by completing and signing an
Authorization Form and returning it to First Chicago Trust Company of New York,
which is the Plan Administrator. (See Question 7.) Once enrolled in the Plan,
Participants who are Registered Stockholders will continue to participate
without further action on their part. Such Participants may change their
investment options by completing, signing and returning a new Authorization Form
to the Plan Administrator. If a Participant's shares are registered in more than
one name (i.e., joint tenants, trustees, etc.), all named persons must sign the
Authorization Form exactly as their names appear on the account registration.
Beneficial Owners who wish to participate in the Plan with respect to
shares beneficially owned by them may elect to transfer the shares into their
own names and thereafter participate as Registered Stockholders. If so,
Beneficial Owners must first make appropriate arrangements with their broker,
bank or other nominee to transfer record ownership of these shares into their
own names.
Beneficial Owners who wish to participate in the Plan with respect to
shares beneficially owned by them without transferring the shares into their own
names must instruct their broker, bank or other nominee to complete and sign a
Broker & Nominee Form and return it to the Plan Administrator. A Broker &
Nominee Form is effective for only a single dividend payment and/or optional
cash payment. A Beneficial Owner must arrange to have a Broker & Nominee Form
submitted to the Plan Administrator each time he or she wishes to make an
optional cash payment to purchase additional shares of Common Stock or wishes to
have a dividend then being declared and paid reinvested in Common Stock under
the Plan.
Authorization Forms, Broker & Nominee Forms and additional copies of this
Prospectus may be obtained by contacting the Plan Administrator, as follows:
First Chicago Trust Company of New York
Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Telephone Number: (201) 324-0498
A reference to North Fork Bancorporation, Inc. should appear on all
correspondence sent to the Plan Administrator.
7. When may a Registered Stockholder join the Plan and begin reinvesting
dividends or making optional cash payments?
A Registered Stockholder of Common Stock may join the Plan at any time by
executing and forwarding an Authorization Form to the Plan Administrator. If
full or partial dividend reinvestment is selected, reinvestment will start with
the next quarterly dividend payment after receipt of the Authorization Form,
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provided it is received by the Plan Administrator on or before the record date
for that dividend; otherwise, it may be necessary to delay reinvestment of
dividends until the next quarterly payment date.
In the past when dividends on the Common Stock have been declared, the
dividend payment dates normally have occurred on or shortly after the fifteenth
day of February, May, August and November. The record dates for dividends
typically have preceded the dividend payment dates by approximately fifteen
days, and dividends, when declared, normally have been declared on the fourth
Tuesday of December, March, June and September. Dividends are reinvested for
Participants in the Plan on the date of their payment.
If optional cash payments are submitted with the Authorization Form, any
such payments received after the Optional Cash Cut-off Date for the next monthly
Investment Date will be invested on the following month's Investment Date. (See
Questions 14 and 16 for information on making optional cash payments and the
timing of such payments.)
8. What does the Authorization Form provide?
The Authorization Form submitted by a Registered Stockholder provides for
the purchase of additional shares of Common Stock through the following
investment options:
(a) FULL DIVIDEND REINVESTMENT directs the investment in accordance with
the Plan of all of your cash dividends on all of the shares of Common Stock then
or subsequently registered in your name, and also permits you to make optional
cash payments for the purchase of additional shares in accordance with the Plan;
(b) PARTIAL DIVIDEND REINVESTMENT directs the investment in accordance with
the Plan of the cash dividends on only that number of shares of Common Stock
registered in your name which are designated in the appropriate space on the
Authorization Form, and also permits you to make optional cash payments for the
purchase of additional shares in accordance with the Plan;
(c) OPTIONAL CASH PAYMENTS ONLY permits you to make cash payments for the
purchase of additional shares of Common Stock in accordance with the Plan,
without reinvesting dividends on any shares registered in your name.
You may select any one of the above investment options. If no selection is
made on the Authorization Form which you return, you will be enrolled as having
selected the FULL DIVIDEND REINVESTMENT option. In all cases, the cash dividends
on all of the shares of Common Stock held in your account under the Plan will be
reinvested in accordance with the Plan, including dividends on such shares
purchased with optional cash payments.
You may separately elect to withdraw from your account the shares purchased
on your behalf under the Plan with reinvested dividends and/or optional cash
payments. (See Question 25.)
9. How may a Participant change options under the Plan?
As a Registered Stockholder participating in the Plan, you may change your
investment option by completing and signing a new Authorization Form and
returning it to the Plan Administrator at the address specified in Question 6.
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PURCHASES UNDER THE PLAN
10. How are shares acquired under the Plan?
On each Investment Date, First Chicago Trust Company of New York, as Plan
Administrator, applies all collected dividends and optional cash payments to the
purchase of shares of Common Stock for the accounts of Participants. Shares
purchased under the Plan on behalf of Participants will be, at the Company's
discretion, purchased either directly from the Company, in which event such
shares will be either authorized but unissued shares or shares held in the
treasury, or on the open market, or by any combination of the foregoing. If on a
particular Investment Date, any discounts are applicable to purchases of shares
under the Plan, all shares purchased for such Investment Date will be purchased
directly from the Company.
In the event that the number of shares of Common Stock purchased for the
account of any Registered Stockholder participating in the Plan is not an even
number of shares, that Participant's account will be credited with the full
number of shares and fractional shares computed to three decimal places. Because
the Plan Administrator does not maintain separate accounts for Beneficial Owners
(as described in Question 20), only whole shares, and no fractional shares, will
be purchased for them. (See Question 22.)
11. At what price will shares of Common Stock be purchased under the Plan?
Shares of Common Stock purchased under the Plan, whether with reinvested
dividends or optional cash payments, will be acquired at the Current Market
Price (See Question 12) less any discounts that may be permitted from time to
time by the Company. As of the date of this Prospectus, no discount is
applicable to any purchases under the Plan. The amount of any discount that may
be permitted from time to time is determined by the Company in its sole
discretion and is subject to change at the discretion of the Company.
Participants will be notified promptly of any such changes.
12. What is the Current Market Price?
In the case of shares purchased under the Plan directly from the Company,
authorized but unissued shares or treasury shares, the "Current Market Price" is
the average of the high and low sales prices of the Company's Common Stock on
the New York Stock Exchange (the "NYSE") on the relevant Investment Date (as
described in Question 13). If no trading of shares of Common Stock occurs on the
NYSE on the relevant Investment Date, the Current Market Price will be
determined by the Company on the basis of such market quotations as it deems
relevant.
In the case of shares purchased under the Plan on the open market, the
"Current Market Price" will be the weighted average purchase price of all shares
purchased on the open market for the relevant Investment Date. (See Question
13.)
13. When will shares of Common Stock be purchased under the Plan?
In the case of shares purchased under the Plan directly from the Company,
dividends and optional cash payments will be reinvested or invested, as the case
may be, in shares of Common Stock on the Investment Date (as defined below).
In the case of shares purchased under the Plan on the open market for an
Investment Date, purchases will begin on the relevant Investment Date and will
be completed no later than 30 days after such date except where completion at a
later date is necessary or advisable under any applicable Federal or state
securities laws. Such purchases may be made on any securities exchange where
such shares are traded, in the over-the-
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counter market, or by negotiated transactions and may be subject to such terms
with respect to price, delivery, and other matters as the Plan Administrator may
deem appropriate. Neither the Company nor any Participant shall have any
authority or power to direct the time or price at which any open market
purchases may be completed or as to the selection of any broker or dealer
through or from whom such purchases are to be made.
The "Investment Date" will be the dividend payment date during any month in
which a dividend is paid (see Question 7), and in any other month will be the
fifteenth day of such month (or, if such day is not a day on which the NYSE is
open and for which trades in the Company's Common Stock are reported (a "Trading
Day"), on the first Trading Day thereafter).
For the purpose of making purchases, the Plan Administrator will commingle
the funds of the Participants. The purchase of shares under the Plan at any
given date or time will be subject to compliance with applicable Federal and
state securities laws.
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING
REINVESTMENT OR INVESTMENT.
OPTIONAL CASH PAYMENTS
14. How do you make optional cash payments?
Each month, the Plan Administrator will apply optional cash payments in
good funds timely received from Participants to the purchase of Common Stock on
behalf of the Participants. (See Question 16 regarding the key dates for
optional cash payments and the timely receipt of such payments.)
All Registered Stockholders who have submitted a signed Authorization Form
are eligible to make optional cash payments at any time. Beneficial Owners of
Common Stock, however, must make optional cash payments through their broker,
bank or nominee, as discussed below.
Registered Stockholders may make optional cash payments by mailing to the
Plan Administrator, at the address specified in Question 6, a check or money
order payable to "First Chicago-North Fork Bancorporation," accompanied by one
of the following: (i) a completed and signed Authorization Form (if the
Registered Stockholder is then enrolling in the Plan or changing participation
options under the Plan) or (ii) the tear-off portion, properly completed and
signed, of an account statement previously sent to the Participant by the Plan
Administrator (as described in Question 20). Participants wishing to transmit
optional cash payments by hand delivery should contact the Plan Administrator at
the telephone number specified in Question 6.
In the event a broker, bank or other nominee holds shares of a Beneficial
Owner, optional cash payments must be made through the use of the Broker &
Nominee Form. The Broker & Nominee Form provides the sole means whereby a
broker, bank or other nominee holding shares of a Beneficial Owner may invest
optional cash payments (and/or reinvest dividends, as described in Question 6)
on behalf of such Beneficial Owner. The broker, bank or other nominee must
deliver a separate Broker & Nominee Form to the Plan Administrator each time
that such broker, bank or other nominee transmits optional cash payments on
behalf of a Beneficial Owner. Broker & Nominee Forms will be furnished at any
time upon request to the Plan Administrator at the address or telephone number
specified in Question 6 above.
15. What are the limitations on optional cash payments?
MINIMUM/MAXIMUM LIMITS. The minimum optional cash payment for any
Participant for any monthly Investment Date is $200, and the maximum optional
cash payment for any Participant for any
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monthly Investment Date is $15,000, regardless, in either case, of the number of
shares owned of record or beneficially by the Participant.
Optional cash payments which do not comply with the minimum or maximum
limit referred to above will not be accepted under the Plan and such payments,
in their entirety, will be returned to the Participants without interest.
Participants relying on their beneficial ownership of Common Stock to
support their right to submit optional cash payments in any particular dollar
amount under the Plan must provide evidence of such beneficial ownership which
is satisfactory to the Company.
For the purposes of determining whether optional cash payments comply with
the limitations on such payments set forth above, the Company in its sole
discretion may aggregate all optional cash payments for one Beneficial Owner or
for a holder with more than one account, including accounts which the Company,
in its sole judgment, believes to be under common control or management or to
have common ultimate beneficial ownership.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of Beneficial Owners of shares of Common
Stock.
The Company reserves the right to deny or terminate participation in the
Plan for Participants who, in the judgment of the Company, directly or
indirectly through their representatives or agents, demonstrate an unwillingness
to comply with the terms of the Plan.
The limitations on the amounts of optional cash payments described above
are subject to change from time to time. Participants will be notified promptly
of any such changes.
16. What are the important dates to remember for optional cash payments?
Optional cash payments which are timely received by the Plan Administrator
for any Investment Date (as described below) will be invested in shares of
Common Stock. Purchases will occur on or shortly after the Investment Date. (See
Question 13 on the timing of purchases under the Plan.) The Investment Date in
any month is the fifteenth day of the month, or, if such day is not a Trading
Day, the first Trading Day thereafter.
In order for optional cash payments to be timely received for any
Investment Date, the check or money order and accompanying documents must be
received by the Plan Administrator on or before the Optional Cash Cut-off Date
for that Investment Date, and such check or money order must have cleared prior
to the Investment Date. (See Question 14 regarding other documents to be
submitted.) The Optional Cash Cut-off Date for any Investment Date is the second
Trading Day before the Investment Date. Checks and money orders are accepted for
payment subject to collection as good funds and verification of compliance with
the terms of the Plan. Optional cash payments received prior to an Investment
Date but too late to be invested for that Investment Date will be invested in
Common Stock beginning on the following Investment Date. However, such payments
will be returned to a Participant upon written request from such Participant
received by the Plan Administrator on or before the Optional Cash Cut-off Date
for such following Investment Date.
No interest will be paid by the Company or the Plan Administrator on
optional cash payments held pending investment. Therefore, although optional
cash payments may be made at any time, it is advisable to transmit such payments
shortly before an Optional Cash Cut-off Date.
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In order for payments to be invested on the Investment Date, in addition to
the receipt of good funds, the Plan Administrator must have received an
Authorization Form or Broker & Nominee Form, as appropriate. (See Questions 8
and 14.)
17. Under what circumstances will optional cash payments be returned?
Any optional cash payments which do not comply with the minimum or maximum
dollar limit under the Plan will be returned as soon as practicable to the
Participants, in their entirety, without interest. (See Question 15.)
COSTS
18. Are there any expenses to Participants in connection with purchases under
the Plan?
Participants incur no service charges or brokerage commissions for
purchases made under the Plan. All costs of administration of the Plan are paid
by the Company. As described in Question 27, however, Participants maintaining
Plan accounts will incur expenses if they request that all or some of the shares
of Common Stock held in their accounts be sold upon termination of their
participation in the Plan or otherwise.
ADMINISTRATION
19. What are the functions of the Plan Administrator?
First Chicago Trust Company of New York administers the Plan by acquiring
shares of Common Stock on behalf of Participants, keeping records, sending
statements of account to Participants and performing other duties relating to
the Plan. The Plan Administrator holds in its own name or in the name of its
nominee all shares of Common Stock held in the accounts of Registered
Stockholders participating in the Plan. Shares purchased by the Plan
Administrator on behalf of Beneficial Owners will be distributed promptly after
such purchase to the brokers, banks or other nominees representing such
Beneficial Owners. (See Question 22.)
First Chicago Trust Company of New York also acts as dividend disbursing
and transfer agent for the Company's Common Stock.
PARTICIPANTS' ACCOUNTS AND REPORTS
20. What kind of accounts are maintained for Participants and what reports on
these accounts do they receive?
The Plan Administrator maintains a separate account for each Participant
who is a Registered Stockholder. All shares of Common Stock purchased for such a
Participant under the Plan will be credited to the Participant's account. The
Plan Administrator will mail to each Participant who is a Registered Stockholder
a statement confirming purchases of shares of Common Stock as soon as
practicable after the purchases are made. In addition, each Participant who is a
Registered Stockholder will receive copies of the Company's annual and quarterly
reports to stockholders, proxy statements and dividend income information for
tax purposes. Brokers, banks and other nominees who are participating on behalf
of Beneficial Owners will also receive such reports, to be forwarded to such
Participants. The Plan Administrator does not maintain separate accounts for
Beneficial Owners participating through the use of a Broker & Nominee Form and,
therefore, Beneficial Owners will not receive separate account statements.
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DIVIDENDS
21. Will Participants who are Registered Stockholders be credited with dividends
on shares of Common Stock held in their accounts under the Plan?
Yes. The Plan Administrator, as the record holder of all shares of Common
Stock held in the accounts of Registered Stockholders participating in the Plan,
will receive dividends for all such shares held on the dividend record date,
will credit such dividends to the accounts of these Participants on the basis of
full and fractional shares held in their accounts and will automatically
reinvest such dividends in additional shares. As discussed in Question 6,
Beneficial Owners must have a Broker & Nominee Form submitted on their behalf
each time they intend to have dividends on shares held in the name of a broker,
bank or other nominee reinvested under the Plan.
CERTIFICATES FOR SHARES OF COMMON STOCK
22. Will certificates be issued for shares of Common Stock purchased under the
Plan?
If you are a Registered Stockholder, certificates for shares of Common
Stock purchased under the Plan will not be issued to you until your account is
terminated or unless you submit a request in writing to the Plan Administrator
to receive one or more certificates for shares acquired on your behalf in a
particular purchase or for a specified number of shares credited to your account
under the Plan. No certificate for a fractional share of Common Stock will be
issued. Instead, any Participant's interest in a fractional share will be paid
in cash.
If you are a Beneficial Owner participating in the Plan through a broker,
bank or other nominee by means of a Broker & Nominee Form, all whole shares
purchased on your behalf for any Investment Date, whether using reinvested
dividends or optional cash payments, will be issued in the form of certificates
and returned to your broker, bank or other nominee promptly after the Investment
Date, in the case of purchases directly from the Company, and as soon as
practicable after the Investment Date (see Question 13), in the case of open
market purchases.
23. In whose name will stock certificates be registered when issued?
Accounts maintained under the Plan on behalf of participating Registered
Stockholders are maintained in the names in which their stock certificates were
registered at the time they entered the Plan. Certificates for whole shares of
Common Stock issued at the request of such a Participant will be similarly
registered.
Shares of Common Stock credited to the account of a Participant may not be
pledged or assigned and any such purported pledge or assignment will be void. A
Participant who wishes to pledge or assign shares held in his or her account
under the Plan must first request a certificate for such shares. (See Question
22.)
24. May an existing Participant or other investor enrolling in the Plan add
shares of Common Stock to his or her account by depositing stock
certificates that the Participant possesses?
Yes. You may deposit with the Plan Administrator any certificates for
shares of the Company's Common Stock now or hereafter registered in your name
for credit under the Plan. There is no charge for this custodial service and, by
making the deposit, you will be relieved of the responsibility for loss, theft
or destruction of the certificate(s). Certificates should not be endorsed.
To insure against loss resulting from mailing certificates, the Plan
Administrator will provide certificate mailing insurance free of charge. To be
eligible for such insurance, an individual investor must observe the following
guidelines. Certificates must be mailed in brown, pre-addressed return envelopes
supplied by the
11
<PAGE> 14
Plan Administrator. Certificates mailed to the Plan Administrator will be
insured for up to $25,000 current market value provided they are mailed first
class. Certificates having a current market value in excess of $25,000 will be
insured up to a current market value of $500,000 provided they are sent by
registered mail with a return receipt requested. Individual investors must
notify the Plan Administrator of any claim within thirty (30) calendar days of
the date the certificates were mailed. To submit a claim, an individual investor
must be a Participant in the Plan or a current holder of record of shares of
Common Stock. In the latter case, the claimant must enroll in the Plan at the
time the insurance claim is processed. The maximum insurance protection provided
is $500,000 and coverage is available only when the certificate(s) are sent to
the Plan Administrator in accordance with the guidelines described above.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the individual investor mails the certificates until such time as
replacement can be effected.
If a Participant chooses not to avail himself or herself of the benefits of
the Plan-provided certificate mailing insurance described above, it is
recommended that certificates should be sent by registered mail, return receipt
requested, and insured by the Participant for possible mail loss for two percent
of the market value (minimum $20.00); this represents the Participant's
replacement cost.
Whenever certificates are issued to you either upon request or upon
termination of participation, new, differently numbered certificates will be
issued to you.
Dividends on any shares represented by certificates deposited with the Plan
Administrator will be reinvested under the Plan. However, you do not have to
deposit shares with the Plan Administrator in order to have the dividends on
such shares reinvested under the Plan.
WITHDRAWAL AND SALE OF SHARES IN PLAN ACCOUNTS
25. How may shares be withdrawn from the Plan?
Plan shares credited to a Participant's account may be withdrawn by a
Participant by notifying the Plan Administrator in writing specifying the number
of shares to be withdrawn. Certificates for whole shares of the Company's Common
Stock so withdrawn will be issued to and registered in the name of the
Participant.
26. Will dividends on shares withdrawn from the Plan continue to be reinvested?
If the Participant has authorized the FULL DIVIDEND REINVESTMENT option,
cash dividends with respect to shares withdrawn from a Participant's account
will continue to be reinvested. If, however, the Participant has authorized the
PARTIAL DIVIDEND REINVESTMENT option, the Plan Administrator will continue to
reinvest dividends on only the number of shares specified by the Participant on
the Authorization Form unless a new Authorization Form specifying a different
number of shares is delivered.
27. How may I sell shares of Common Stock held for me under the Plan?
You may sell shares held for you under the Plan in one of two ways. You may
request in writing that the Plan Administrator issue to you a certificate for
any or all of the whole shares held for you under the Plan, and thereafter you
may sell any or all of such shares through your own broker or otherwise at any
time you choose. (See Question 22 concerning certificates for shares.)
Alternatively, you may request in writing or by calling (201) 324-0498, using a
touch-tone phone, that the Plan Administrator sell any or all of the shares held
for you under the Plan. Shares you sell in this manner would be aggregated with
those of other Participants for
12
<PAGE> 15
whom the Plan Administrator is also selling shares at the same time. The Plan
Administrator will make every effort to process all sale orders (written and
telephone) on the day it receives them, provided such day is a Trading Day and
the instructions are received before 1 p.m. Any such sale would be executed at
the price then current in NYSE consolidated trading. Your sales proceeds would
then be remitted to you by check, less any related brokerage fees or
commissions, any other costs of sale and a service fee of $10.00.
TERMINATION OF PARTICIPATION IN THE PLAN
28. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan by written notice to
the Plan Administrator. Subject to the limitations described in the next
paragraph, as soon as practicable following receipt of the notice of
termination, the Plan Administrator will send the Participant a certificate for
the whole shares of Common Stock held in the Participant's Plan account. If the
Participant so requests, the Plan Administrator will sell all or a portion of
such shares and remit to the Participant the proceeds, less any related
brokerage fees or commissions, any other costs of sale and a service fee of
$10.00.
If the Plan Administrator receives the notice of termination on or after
the record date for a dividend payment but before such payment, such request may
not become effective until after the dividends paid on the Participant's shares
for which dividend reinvestment has been selected under the Plan have been
reinvested and the shares of Common Stock purchased therewith have been credited
to the Participant's account. The Plan Administrator, in its sole discretion,
may either pay any such dividend in cash or reinvest it in Common Stock on
behalf of the terminating Participant. If such dividend is reinvested, the Plan
Administrator may sell the shares purchased and remit the proceeds to the
Participant, less any brokerage commissions, any other costs of sale and any
service fee. Any optional cash payments received by the Plan Administrator from
a Participant prior to receipt of the Participant's request to terminate will
also be invested beginning on the following Investment Date unless return of
such optional cash payment is expressly requested in the notice of termination
and such request is received on or before the Optional Cash Cut-off Date for the
Investment Date.
In every case of termination, the Participant's interest in any fractional
share will be paid by check in an amount based on the actual per share market
price of Common Stock for shares sold by the Plan Administrator at or around
such time, less an allocable portion of any related brokerage fees or
commissions, any other costs of sale and any service fee.
After termination, dividends will be paid to the stockholder in cash unless
and until the stockholder rejoins the Plan, which he or she may do at any time
by completing, signing and returning a new Authorization Form to the Plan
Administrator.
OTHER INFORMATION
29. What happens when a Participant sells or transfers all of the shares of
Common Stock registered in the Participant's name?
If you sell or transfer all shares of Common Stock registered in your name
on the books of the Company, dividends on the shares held for you under the Plan
will continue to be automatically reinvested until you withdraw or sell those
Plan shares.
13
<PAGE> 16
30. What happens if the Company pays a dividend in Common Stock or splits its
Common Stock?
Any dividends in the form of shares of Common Stock and any shares of
Common Stock resulting from a split of its Common Stock distributed by the
Company on shares accumulated in the account of a Registered Stockholder who is
participating in the Plan will be credited to the Participant's account and
reflected in the statement described in Question 20.
31. What happens if the Company makes the right to purchase additional shares of
Common Stock or other securities available to its stockholders?
In the event that the Company makes available to its stockholders (a)
rights to purchase additional shares of Common Stock or other securities of the
Company or (b) any securities of any other issuer or securities of any class of
the Company other than shares of Common Stock, the Plan Administrator will,
except as otherwise provided herein, sell all such rights or other securities
accruing to the shares held under the Plan in the name of the Plan Administrator
on behalf of Participants, and credit the net proceeds of such sale pro rata to
the accounts of Participants. Accordingly, if a Participant wishes to exercise
any such rights, the Participant should request the Plan Administrator to issue
certificates for shares held in the Participant's account so that the
Participant can receive such rights directly. The price at which the Plan
Administrator shall be deemed to have sold such rights or securities for any
Participant's account shall be the average price, less any brokerage commissions
and fees, any other costs of sale and any service fee, of all such rights or
securities sold at or about the same time by the Plan Administrator for all
Participants in the Plan. In the event that the Company, in its sole discretion,
instructs the Plan Administrator not to sell such rights or securities accruing
to the shares of Common Stock held for all Participants in the Plan, the Plan
Administrator will authorize the Company to distribute such rights or securities
directly to the Participants, in which event only full units of such rights or
securities will be so distributed. Any fractional units of such securities will
be aggregated and sold. Funds received from the sale of such rights, securities
and fractional units of such rights or securities will be invested in shares of
Common Stock in the same manner as optional cash payments are invested under the
Plan, except that the monthly minimum and maximum limits shall not apply to the
investment of such funds.
32. How will Participants' shares of Common Stock be voted at meetings of
stockholders?
Registered Stockholders who participate in the Plan will receive from the
Company a single proxy card covering, in addition to the number of whole shares
of Common Stock registered in the name of the Participant on the Company's stock
transfer books, the number of whole shares of Common Stock credited to the
Participant's Plan account. The Plan Administrator will vote the whole shares of
Common Stock held in the Participant's Plan account in accordance with the proxy
returned by the Participant to the Company for his or her registered shares. If
the proxy card is not returned, or is returned unexecuted or improperly
executed, the shares of Common Stock covered will not be voted unless the
Participant or the Participant's duly appointed representative votes in person
at the meeting.
33. What are the Federal income tax consequences of participation in the Plan?
The following summary is based upon an interpretation of current Federal
tax law. Each Participant should consult his or her own tax advisor to determine
the particular tax consequences, including state tax consequences, which will
vary from state to state, which may result from participation in the Plan and a
subsequent disposal of shares of Common Stock acquired pursuant to the Plan.
14
<PAGE> 17
When the Plan Administrator utilizes a Participant's reinvested dividends
to purchase shares of Common Stock for the Participant's account directly from
the Company, the Participant will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value on that date of the shares of Common Stock thus acquired.
Such shares will have a tax basis equal to the same amount.
When the Plan Administrator utilizes a Participant's reinvested dividends
to purchase shares of Common Stock for the Participant's account on the open
market, a Participant will be treated as having received a dividend in an amount
equal to the actual purchase price to the Plan Administrator of the shares thus
purchased plus that portion of any brokerage commissions paid by the Company
which are allocable to such purchase. The tax basis of such shares will be equal
to the same amount.
When the Plan Administrator utilizes a Participant's optional cash payment
to purchase shares of Common Stock for the Participant's account directly from
the Company, the Participant will be treated as having received a dividend in an
amount equal to the excess, if any, of the fair market value of such shares on
the Investment Date on which they are acquired over the amount of the optional
cash payment. The tax basis of such shares will equal the amount of the optional
cash payment plus the amount of such dividend, if any.
When the Plan Administrator utilizes a Participant's optional cash payment
to purchase shares of Common Stock for the Participant's account on the open
market, a Participant will be treated as having received a dividend in an amount
equal to the portion of any brokerage commissions paid by the Company allocable
to such purchase. The tax basis of such shares will be the amount of the
optional cash payment plus the amount of such dividend.
For Federal income tax purposes, the fair market value of shares of Common
Stock acquired directly from the Company under the Plan will be equal to 100
percent of the average of the high and low sales prices of the Company's Common
Stock as reported on the New York Stock Exchange composite tape on the relevant
Investment Date.
A Participant's holding period for shares of Common Stock acquired pursuant
to the Plan will begin on the day following the date on which they are acquired
for the Participant's account.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock credited to the Participant's
account, either upon the Participant's request for certain of those shares or
upon termination of participation in the Plan.
A Participant will realize gain or loss upon the sale or exchange of shares
of Common Stock acquired under the Plan. A Participant will also realize gain or
loss upon receipt, following termination of participation in the Plan, of a cash
payment for any fractional share equivalent credited to the Participant's
account. The amount of any such gain or loss will be the difference between the
amount that the Participant received for the shares or fractional share
equivalent, and the tax basis therefor.
34. What are the responsibilities of the Plan Administrator under the Plan?
The Plan Administrator shall not be liable under the Plan for any act done
in good faith, or for any good faith omission to act, including, without
limitation, any claim of liability (a) arising out of any such act or omission
to act which occurs prior to the termination of participation, including failure
to terminate a Participant's account upon such Participant's death, and (b) with
respect to the prices at which shares of Common Stock are purchased or sold or
other rights or securities are sold for the Participant's account and the times
such purchases or sales are made. Participants should recognize that the Plan
Administrator cannot
15
<PAGE> 18
assure Participants of profits, or protect Participants against losses, on
shares of Common Stock purchased or held under the Plan.
35. Can profits or future dividends be guaranteed under the Plan?
No. Participants should recognize that neither the Company nor the Plan
Administrator can assure Participants of profits, or protect Participants
against losses, on shares of Common Stock purchased or held under the Plan.
In addition, stockholders are cautioned that this Prospectus does not
represent a change in the Company's dividend policy or a guarantee of future
dividends, which will continue to depend upon the Company's earnings, financial
requirements, governmental regulations and other factors.
36. Can the Company or the Plan Administrator terminate a Participant's interest
in the Plan?
The Company or the Plan Administrator may terminate any Participant's
participation in the Plan at any time for any reason, including, without
limitation, arbitrage-related activities or transactional profit activities,
upon notice in writing mailed to the Participant. In such event the Plan
Administrator will follow the procedures for termination set forth in Question
28.
37. Where should correspondence regarding the Plan be sent?
Any notice, instruction, request or election which is required or permitted
to be given or made by the Participant to the Plan Administrator shall be in
writing, signed by the Participant and addressed to:
First Chicago Trust Company of New York
Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Telephone Number: (201) 324-0498
or such other address as the Plan Administrator shall furnish to the
Participant. Such notice, instruction, request or election shall be deemed to
have been sufficiently given or made when received by the Plan Administrator.
All such written correspondence must refer by name to North Fork Bancorporation,
Inc.
38. What is sufficient notice to a Participant?
Any notice which by any provision of the Plan is required to be given by
the Plan Administrator to a Participant shall be in writing and shall be deemed
to have been sufficiently given for all purposes by being deposited postage
prepaid in a post office letter box addressed to the Participant at the
Participant's address as it shall last appear on the Plan Administrator's
records.
39. Can successor Plan Administrators be named?
The Company may from time to time designate a bank or trust company as
successor Plan Administrator under the Plan.
16
<PAGE> 19
40. Who interprets the Plan and what law governs?
Any question of interpretation under the Plan will be determined by the
Company, and any such determination will be final. The terms and conditions of
the Plan and its operation are governed by the laws of the State of New York.
41. May the terms of the Plan be changed or the Plan suspended or terminated?
The Company may change the terms of the Plan at any time and from time to
time, and the Company may suspend or terminate the Plan at any time, including
during the period between a dividend record date or Optional Cash Cut-off Date
and the related dividend payment date or Investment Date, in each case in its
sole discretion. In such a case, the Company will use all reasonable efforts to
notify Participants of such change or termination.
STOCKHOLDER RIGHTS PLAN
The Company has a Stockholder Rights Plan (the "Rights Plan") designed to
enhance the ability of the Board of Directors of the Company to protect
stockholders against attempts to acquire control of the Company by means of
unfair or abusive tactics. The Rights Plan provides, among other things, that
the rights granted thereunder to the holders of shares of Common Stock (one
Right for each share of Common Stock) will become exercisable (after a specified
period) if any person or group acquires or announces an intention to acquire 20
percent or more of the Common Stock or if the Board of Directors of the Company
determines that 10 percent or more of the Common Stock has been acquired by an
Adverse Person (as defined in the Rights Plan). At that time each Right will
enable the holders of the Right (other than such person or group) to receive
additional securities having a market value of twice the Right's exercise price.
The Rights automatically attach to each outstanding share of Common Stock,
including shares of Common Stock issued under the Dividend Reinvestment and
Stock Purchase Plan, without any action on the part of the holders of such
shares. There is no monetary value presently assigned to the Rights, and the
Rights do not trade separately from the shares of Common Stock unless and until
they become exercisable.
USE OF PROCEEDS
Proceeds from any newly issued shares of Common Stock purchased directly
from the Company under the Plan will be available for general corporate
purposes. The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be purchased directly from the Company, if
any, under the Plan or the prices at which such shares will be sold.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
included in the Company's Annual Report on Form 10-K for 1994 have been
incorporated in this Prospectus by reference in reliance upon the report set
forth therein of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1994
consolidated financial statements refers to changes in the methods of accounting
as discussed in the notes to those statements.
17
<PAGE> 20
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Gallop, Johnson & Neuman, L.C., St. Louis, Missouri.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers of corporations organized thereunder
in certain circumstances. In addition, said Section 145 grants to each such
corporation the power to indemnify its directors and officers against liability
for certain of their acts.
The By-Laws of the Company provide that directors and officers of the
Company shall be indemnified to the fullest extent permitted by the laws of the
State of Delaware against liability for certain of their acts.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act"), as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
18
<PAGE> 21
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Description of the Plan............... 3
Purpose............................. 3
Participation Options............... 3
Advantages.......................... 4
Participation....................... 4
Purchases Under the Plan............ 7
Optional Cash Payments.............. 8
Costs............................... 10
Administration...................... 10
Participants' Accounts and
Reports.......................... 10
Dividends........................... 11
Certificates for Shares of Common
Stock............................ 11
Withdrawal and Sale of Shares in
Plan
Accounts......................... 12
Termination of Participation in the
Plan............................. 13
Other Information................... 13
Stockholder Rights Plan............... 17
Use of Proceeds....................... 17
Experts............................... 17
Legal Opinion......................... 18
Indemnification....................... 18
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
NORTH FORK
BANCORPORATION, INC.
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
-----------------
PROSPECTUS
-----------------
MAY 16, 1995
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the
Registrant in connection with the sale and distribution of the shares registered
hereby:
<TABLE>
<S> <C>
SEC registration fee....................................................... $ 5,000
Accounting fees and expenses............................................... 7,000
Legal fees and expenses.................................................... 15,000
Blue Sky fees and expenses................................................. 2,500
New York Stock Exchange listing fees....................................... 1,500
Printing expenses.......................................................... 50,000
Miscellaneous expenses..................................................... 750
--------
Total............................................................ $ 81,750
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees and
agents under certain circumstances. Article 8 of the Registrant's Bylaws
provides for indemnification of directors, officers, employees and agents of the
Registrant for expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed action or suit if such director, officer, employee or agent is
successful on the merits or otherwise, or acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article 10 of the Registrant's Certificate of Incorporation provides that
directors shall not be liable for monetary damages resulting from a breach of
their fiduciary duties, except for (i) any breach of the duty of loyalty to the
Registrant and its stockholders, (ii) acts or omissions involving bad faith,
intentional misconduct or a knowing violation of law, (iii) as provided under
Section 174 of the General Corporation Law of the State of Delaware (which
provides that directors are personally liable for unlawful dividends or unlawful
stock repurchases or redemptions), or (iv) any transaction from which a director
personally derived any improper personal benefit.
The Registrant maintains a director and officer liability insurance policy
providing for the insurance on behalf of any person who is or was a director or
officer of the Registrant and subsidiary companies against any liability
incurred by him in any such capacity or arising out of his status as such. The
insurer's limit of liability under the policy is $7,500,000 in the aggregate for
all insured losses per year. The policy contains various reporting requirements
and exclusions.
The ability of the Registrant or its subsidiary banks to indemnify officers
and directors against certain liabilities or expenses may be limited by the
federal banking regulators acting under Section 2523 of the Comprehensive Thrift
and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990. The Federal
Deposit Insurance Corporation proposed regulations in September 1991 which would
prohibit insured banks and their holding companies from indemnifying directors
and officers against liability and expenses incurred by them in connection with
regulatory enforcement actions which result in the entry of a final order
against such individuals. Advancement of legal expenses in connection with
regulatory enforcement actions against directors and officers would also be
prohibited by the regulations, unless certain conditions were met.
II-1
<PAGE> 23
ITEM 16. EXHIBITS
The following exhibits were contained or incorporated by reference in the
registration statement as initially filed or are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5 Opinion of Gallop, Johnson & Neuman, L.C., filed herewith.
23.1 Consent of KPMG Peat Marwick LLP, filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5).
24 Power of Attorney, included on signature page of Registration Statement No.
33-54222 as initially filed.
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) Not applicable.
II-2
<PAGE> 24
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Not Applicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(i) Not Applicable.
(j) Not Applicable.
II-3
<PAGE> 25
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the County of Suffolk, State of New
York, on May 15, 1995.
NORTH FORK BANCORPORATION, INC.
By: /s/ DANIEL M. HEALY
------------------------------------
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ JOHN A. KANAS* President, Chief Executive Officer May 15, 1995
- ------------------------------------------ and Chairman of the Board
John A. Kanas
/s/ DANIEL M. HEALY Executive Vice President and Chief May 15, 1995
- ------------------------------------------ Financial Officer (Principal Financial
Daniel M. Healy and Accounting Officer)
/s/ JOHN BOHLSEN* Director May 15, 1995
- ------------------------------------------
John Bohlsen
/s/ MALCOLM J. DELANEY* Director May 15, 1995
- ------------------------------------------
Malcolm J. Delaney
/s/ ALLAN C. DICKERSON* Director May 15, 1995
- ------------------------------------------
Allan C. Dickerson
/s/ LLOYD A. GERARD* Director May 15, 1995
- ------------------------------------------
Lloyd A. Gerard
</TABLE>
II-4
<PAGE> 26
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ JAMES F. REEVE* Director May 15, 1995
- ------------------------------------------
James F. Reeve
Director May , 1995
- ------------------------------------------
James H. Rich, Jr.
/s/ GEORGE H. ROWSOM* Director May 15, 1995
- ------------------------------------------
George H. Rowsom
/s/ RAYMOND W. TERRY, JR.* Director May 15, 1995
- ------------------------------------------
Raymond W. Terry, Jr.
Director May , 1995
- ------------------------------------------
Dr. Kurt R. Schmeller
*By /s/ DANIEL M. HEALY
- ------------------------------------------
Daniel M. Healy
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 27
FORM S-3
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------------------
<S> <C>
5 Opinion of Gallop, Johnson & Neuman, L.C., filed herewith.
23.1 Consent of KPMG Peat Marwick LLP, filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5).
24 Power of Attorney, included on signature page of Registration Statement No.
33-54222 as initially filed.
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5
[GALLOP, JOHNSON & NEUMAN, L.C. LETTERHEAD]
MAY 12, 1995
Board of Directors
North Fork Bancorporation, Inc.
9025 Main Road
Mattituck, New York 11952
Re: Post-Effective Amendment No. 1
Registration Statement on Form S-3
North Forth Bancorporation, Inc.
Dividend Reinvestment and Stock Purchase Plan, as amended
Gentlemen:
In connection with amendment no. 1 (the "Amendment") to the above-captioned
registration statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and the Rules and Regulations promulgated thereunder, we
furnish to you our opinion as to the legality of the shares of common stock, par
value $2.50 per share (the "Shares"), of North Fork Bancorporation, Inc. (the
"Company") to be registered thereunder, which Shares are to be issued pursuant
to the North Fork Bancorporation, Inc. Dividend Reinvestment and Stock Purchase
Plan, as amended (the "Plan").
We have served as counsel to the Company in connection with the preparation
of the Registration Statement and the Amendment. We have examined and are
familiar with the Certificate of Incorporation and the Bylaws of the Company,
records of its corporate proceedings, the Plan and such other documents and
records as we have considered appropriate. Based upon the foregoing, we are of
the opinion that the Shares have been duly authorized and, when issued pursuant
to the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
--------------------------------------
GALLOP, JOHNSON & NEUMAN, L.C.
<PAGE> 1
EXHIBIT 23.1
KPMG PEAT MARWICK LLP
345 PARK AVENUE
NEW YORK, NY 10154
To the Stockholders and Board of Directors
North Fork Bancorporation, Inc.:
We consent to the incorporation by reference in the Registration Statement No.
33-54222 on Form S-3 of North Fork Bancorporation, Inc. of our report dated
January 20, 1995, relating to the consolidated balance sheets of North Fork
Bancorporation, Inc. and subsidiaries as of December 31, 1994 and 1993 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1994 and to the reference to our firm under the heading "Experts" in the
Prospectus dated May 16, 1995.
Our report with respect to these financial statements, which contains an added
explanatory paragraph, is included in the 1994 North Fork Bancorporation, Inc.
Annual Report on Form 10-K.
/s/ KPMG Peat Marwick LLP
May 16, 1995
