<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
NORTH FORK BANCORPORATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title to each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(LOGO) NORTH FORK
BANCORPORATION, INC.
March 22, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of North
Fork Bancorporation, Inc., to be held at the Radisson Hotel Islandia, 3635
Express Drive North, Hauppauge, New York at 10 a.m. on Tuesday, April 25, 1995.
The only matter scheduled to be acted upon at the meeting is the election of
four directors to Class 2 of the Board of Directors.
The Board of Directors believes that the election of the nominees listed in the
attached proxy statement is in the best interest of the Company and its
stockholders and unanimously recommends a vote "FOR" the nominees.
Whether or not you plan to attend in person, it is important that your shares
are represented at the meeting. Accordingly, you are requested to promptly sign,
date and mail the enclosed proxy in the postage prepaid envelope provided.
Please be sure to mark the appropriate box if you do plan to attend.
Thank you for your consideration and continued support.
Sincerely,
/S/ JOHN ADAM KANAS
John Adam Kanas
Chairman of the Board and President
9025 ROUTE 25, MATTITUCK, NEW YORK 11952 (516) 298-5000
<PAGE> 3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1995
To the Stockholders of
North Fork Bancorporation, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of North
Fork Bancorporation, Inc., a Delaware corporation (the "Company"), will be held
at the Radisson Hotel Islandia, 3635 Express Drive North, Hauppauge, New York
11788, on Tuesday, April 25, 1995, at 10 a.m. for the purpose of considering and
voting upon the following matters:
1. The election of four directors to Class 2 of the Company's Board of
Directors, each to hold office for a term of three years, and until their
successors have been duly elected and qualified; and
2. Any other business which may properly be brought before the meeting
or any adjournment thereof.
In accordance with Delaware law and the Bylaws of the Company, a list of
the holders of Company Common Stock entitled to vote at the 1995 annual meeting
will be available for examination by any stockholder for any purpose germane to
the meeting at the branch of North Fork Bank located at 1455 Veteran's Memorial
Highway, Hauppauge, New York, for ten days prior to the meeting, between the
hours of 9:00 a.m. and 3:00 p.m., and at the annual meeting during the entire
time thereof.
By Order of the Board of Directors
/S/ ANTHONY J. ABATE
--------------------------------------
ANTHONY J. ABATE
Vice President and Secretary
March 22, 1995
YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT. YOU MAY REVOKE YOUR
PROXY AT ANY TIME PRIOR TO THE MEETING, OR IF YOU DO ATTEND THE MEETING YOU MAY
REVOKE YOUR PROXY AT THAT TIME, IF YOU WISH.
<PAGE> 4
NORTH FORK BANCORPORATION, INC.
9025 ROUTE 25
MATTITUCK, NEW YORK 11952
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
This proxy statement is being furnished in connection with the solicitation
by the Board of Directors of North Fork Bancorporation, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders (the "Meeting") to be
held at 10 a.m. on Tuesday, April 25, 1995, at the Radisson Hotel Islandia, 3635
Express Drive North, Hauppauge, New York 11788, and at any adjournment thereof.
This proxy statement and the enclosed form of proxy are first being sent to
stockholders on or about March 22, 1995.
PROXIES
Any stockholder executing a proxy which is solicited hereby has the power
to revoke it prior to exercise of the authority conferred thereby. Revocation
may be made effective by attending the Meeting and voting the shares of stock in
person, or by delivering to the Secretary of the Company at the principal office
of the Company prior to the Meeting a written notice of revocation or a
later-dated, properly-executed proxy.
Proxies will be solicited by mail. They also may be solicited by directors,
officers and other employees of the Company or its subsidiary bank, North Fork
Bank, personally or by telephone or telegraph, but such persons will receive no
additional compensation for their services. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to send this
proxy statement and form of proxy to their principals, and the Company will
reimburse such persons for out-of-pocket expenses incurred in forwarding the
materials. The Company also has retained D.F. King & Co., Inc. to aid in the
solicitation of proxies, at an estimated cost of $5,500, plus reimbursement of
reasonable out-of-pocket expenses. All expenses of solicitation will be paid by
the Company.
RECORD DATE AND VOTING RIGHTS
The Board of Directors has fixed the close of business on March 1, 1995, as
the record date for determining stockholders who are entitled to notice of, and
to vote at, the Meeting. At the close of business on that date, there were
outstanding and entitled to vote 23,857,309 shares of common stock, par value
$2.50 per share, of the Company (the "Common Stock"), which is the only class of
stock of the Company outstanding. Only holders of record of Common Stock at the
close of business on the record date are entitled to notice of and to vote at
the Meeting. Each stockholder of record on that date is entitled to one vote for
each share held with respect to each matter submitted to a vote at the Meeting.
The required vote for the election of directors is the affirmative vote of
a plurality of the shares present in person or represented by proxy at the
Meeting and entitled to vote on the election of directors. The required vote for
any other matter that may be submitted to the stockholders is the affirmative
vote of a majority of the
1
<PAGE> 5
shares present in person or represented by proxy at the Meeting and entitled to
vote on the matter submitted. A majority of the outstanding shares present or
represented by proxy will constitute a quorum at the Meeting.
Consistent with applicable state law and the Company's Certificate of
Incorporation and Bylaws, the Company will treat all shares represented by proxy
or in person at the Meeting for purposes of determining a quorum. Shares
represented by proxies or voted in person on ballots marked "ABSTAIN" on any
proposal will be treated as shares present or represented at the Meeting for
purposes of such proposal. Shares held in "street name" by brokers but not voted
by such brokers, for any reason, on a particular matter (so-called "broker non-
votes") will not be deemed present or represented at the Meeting for purposes of
such matter, even if such shares have been properly voted by such broker, in
person or by proxy, on one or more other matters brought before the Meeting. In
the election of directors, which requires the affirmative vote of a plurality of
the shares present or represented at the Meeting and entitled to vote, neither
broker non-votes nor shares voted "WITHHOLD" will have the effect of a vote
"AGAINST" such a proposal.
Votes will be counted and vote totals announced at the Meeting by the
inspectors of election.
CERTAIN BENEFICIAL OWNERSHIP
As of December 31, 1994, there was no person known by the Board of
Directors of the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock.
ITEM 1. ELECTION OF DIRECTORS AND INFORMATION WITH RESPECT TO DIRECTORS AND
OFFICERS
The only item to be acted upon at the Meeting is the election of four
directors to Class 2 of the Board of Directors, each to hold office for three
years (through the 1998 annual meeting) and until his successor shall have been
duly elected and qualified. Presently, the Board of Directors of the Company
consists of ten members divided into three classes.
All proxies timely received by the Secretary in response to this
solicitation that are in proper form and that have not been revoked will be
voted "FOR" the four nominees to Class 2 listed below (unless any nominee is
unable or unwilling to serve for any reason), subject to any specific voting
instructions received with any proxy, including a direction to "WITHHOLD"
authority to vote for any or all of the nominees.
Each of the nominees listed below has consented to being named in this
proxy statement and to serve if elected, and the Board has no reason to believe
that any nominee will decline or be unable to serve, if elected. In the event
any nominee is unable or unwilling to serve for any reason, it is intended that
the holders of the proxies may vote for the election of such other person or
persons as may be designated by the Board of Directors.
The following information is provided with respect to each nominee for
director and each present director whose term of office extends beyond the date
of the Meeting.
2
<PAGE> 6
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
SERVED OWNED AS OF
AS A DECEMBER 31, 1994(C)
NAME, AGE, PRINCIPAL OCCUPATION AND DIRECTOR -------------------------
OTHER POSITIONS WITH THE COMPANY(A)(B) SINCE NO. OF SHARES PERCENT
- --------------------------------------------------------------- -------- ------------- -------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR:
CLASS 2 (terms to expire in 1998):
James F. Reeve, 54............................................. 1988 49,840(1) *
President, Harold R. Reeve & Sons, Inc. (general
construction)
George H. Rowsom, 59........................................... 1981 7,537(2) *
President, S.T. Preston & Son, Inc. (retail marine supplies
store)
Raymond W. Terry, Jr., 64...................................... 1988 36,000(3) *
Former Chairman of the Board of Southold Savings Bank
(1990-1992); President of Southold Savings Bank
(1980-1989)
Dr. Kurt R. Schmeller, 57...................................... 1994 32,731(5) *
President, Queens Borough Community College, CUNY(4)
DIRECTORS CONTINUING IN OFFICE:
CLASS 3 (terms expiring in 1996):
John Bohlsen, 52............................................... 1986 109,908(6) *
President, The Helm Development Corp. (real estate); Vice
Chairman of the Company (since 1992); Vice Chairman of
North Fork Bank (since 1989)
Malcolm J. Delaney, 68......................................... 1991 68,696(7) *
Former Vice Chairman of the Board of Southold Savings Bank
(1991-1992); President and Chief Executive Officer of
Eastchester Financial Corporation (1986-1991)
James H. Rich, Jr., 67......................................... 1988 10,493(8) *
President, Southold Lumber Co., Inc. (building supplies)
CLASS 1 (terms expiring in 1997):
Allan C. Dickerson, 62......................................... 1988 14,399(9) *
Former President, Roy H. Reeve Agency, Inc. (general
insurance company) (1975-1994)
Lloyd A. Gerard, 63............................................ 1981 105,124(10) *
Antique Dealer and Auctioneer
John Adam Kanas, 48............................................ 1981 472,611(11) 2.05 %
President and Chief Executive Officer of the Company;
Chairman of the Board (since January 1, 1990); Chairman of
the Board, President and Chief Executive Officer of North
Fork Bank
</TABLE>
3
<PAGE> 7
SHARES BENEFICIALLY OWNED BY OTHER EXECUTIVE OFFICERS AND ALL
DIRECTORS AND OFFICERS AS A GROUP
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AS OF
DECEMBER 31, 1994(C)
NAME, AGE, AND POSITIONS -------------------------
WITH THE COMPANY NO. OF SHARES PERCENT
- ----------------------------------------------------------------------- ------------- -------
<S> <C> <C>
Daniel M. Healy, 52.................................................... 71,467(12) *
Executive Vice President and Chief Financial Officer of the Company
Mindy G. Butler, 42.................................................... 26,177(13) *
Executive Vice President and Chief Lending Officer of North Fork Bank
All 12 Director Nominees, Continuing Directors and
Executive Officers as a Group........................................ 1,004,983(14) 4.36 %
</TABLE>
- ---------------
NOTES:
* Less than one percent (1%).
(a) Except as otherwise noted, each of the nominees for director and continuing
directors has held the occupation or position listed for at least the past
five years.
(b) All persons listed as nominees for director or as continuing directors are
also directors of North Fork Bank.
(c) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission Rules, includes shares as to which a
person directly or indirectly has or shares voting power and/or investment
power (which includes the power to dispose) and all shares which the person
has a right to acquire within 60 days of the reporting date.
(1) Includes 15,532 shares held by Mr. Reeve's wife.
(2) Includes 1,000 shares held by Mr. Rowsom in joint tenancy with his wife,
151 shares held by his wife, and 3,000 shares held by the S. T. Preston &
Sons, Inc. Profit Sharing Trust, in which Mr. Rowsom shares voting power
with two others.
(3) Includes 30,205 shares held by Mr. Terry in joint tenancy with his wife.
(4) Dr. Schmeller was a director of Metro Bancshares from 1988 to 1994 and a
director of Bayside Federal Savings Bank from 1976 to 1994. When Metro
Bancshares merged into the Company on December 1, 1994, he became a
director of the Company.
(5) Includes options to purchase 13,748 shares of the Company's Common Stock,
received by Dr. Schmeller in exchange for his options to purchase Metro
Bancshares, Inc. stock in connection with the merger of Metro into the
Company on December 1, 1994.
(6) Includes 3,000 shares of restricted stock and options to purchase 28,880
shares previously granted to Mr. Bohlsen under the Company's compensatory
stock plans, 9,090 shares held by his wife, and 6,877 shares held by his
dependent children.
(NOTES CONTINUED ON NEXT PAGE.)
4
<PAGE> 8
NOTES CONTINUED:
(7) Includes options to purchase 10,000 shares held by Mr. Delaney, and 38,133
shares held by him in joint tenancy with his wife.
(8) Includes 6,072 shares held by Mr. Rich in joint tenancy with his wife, and
150 shares held by his wife.
(9) Includes 7,025 shares held by Mr. Dickerson's wife.
(10) Includes 1,758 shares held by Mr. Gerard in joint tenancy with his
daughter, 79,297 shares held by him in joint tenancy with his brother and
sister, and 1,000 shares held by his wife.
(11) Includes 63,333 shares of restricted stock and options to purchase 296,800
shares previously granted to Mr. Kanas under the Company's compensatory
stock plans, 100 shares held by him in joint tenancy with his wife, 20,941
shares held by his wife, and 4,700 shares held by his dependent children.
(12) Includes 3,000 shares of restricted stock and options to purchase 52,304
shares previously granted to Mr. Healy under the Company's compensatory
stock plans, and 3,000 shares held by his wife.
(13) Includes 5,000 shares of restricted stock and options to purchase 20,000
shares previously granted to Ms. Butler under the Company's compensatory
stock plans.
(14) Includes 74,333 shares of restricted stock and options to purchase an
aggregate of 421,732 shares previously granted to such persons under the
Company's compensatory stock plans.
During 1994, the nominees, continuing directors and executive officers of
the Company made timely filings of all securities transaction reports required
to be filed by them with the Securities and Exchange Commission under Section
16(a) of the Securities Exchange Act of 1934.
The Board of Directors met 17 times during 1994. Each of the directors
attended at least 75 percent of the total number of meetings of the Board and of
all committees of which the director was a member during the period he was a
director or served on such committees.
BOARD COMMITTEES
The Board of Directors of the Company has an Audit Committee. The functions
performed by the Audit Committee include reviewing the adequacy of internal
controls, internal auditing and the results of examinations made by supervisory
authorities and the scope and results of audit and nonaudit services rendered by
the Company's independent public accountants. The present members of the Audit
Committee are directors Delaney, Gerard and Rowsom. The Audit Committee met
eight times during 1994.
The Company's Board of Directors also has a Compensation and Stock
Committee (the "Compensation Committee"). The Compensation Committee reviews and
makes recommendations on the compensation of senior executives and other
officers and administers all of the Company's compensatory stock plans. The
Compensation Committee consists of three directors appointed by the Company's
Board of Directors, none of whom may be eligible to participate in any of the
Company's discretionary stock plans. The present members of the Committee are
directors Dickerson, Gerard and Rowsom. Mr. Healy attends meetings of the
Compensation Committee in an ex officio capacity, to provide information
requested by, or to respond to questions from, Committee members. During 1994
the Committee met eight times. (See "Report of the Compensation Committee" on
page 12.)
5
<PAGE> 9
The Company's Board of Directors has no nominating committee or committee
performing functions similar to those of a nominating committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is now, or has been at any time
within the past three years, an officer or employee of the Company or any of its
subsidiaries.
COMPENSATION OF DIRECTORS
At the December 20, 1994 board meeting the Board of Directors of the
Company approved an increase in the fees paid to directors of the Company from
$18,000 to $25,000 per year. This fee is for all duties as a director of the
Company, including any service as a member of one or more committees of the
Board of Directors of the Company. At the December 20, 1994 meeting of the Board
of Directors of North Fork Bank, the Board increased fees for directors of the
Bank (who are currently the same individuals as the directors of the Company)
from $400 to $500 for each meeting of the Board or any Committee of the Board
attended. Chairmen of Bank Board committees will receive an additional $250 per
committee meeting attended. Directors Kanas and Bohlsen do not receive any
separate fees for attendance at any Company or Bank committee meetings.
The Company maintains a Directors' Deferred Compensation Plan, under which
a director may defer receipt of 50% or 100% of all fees earned by him as
director of the Company and the Bank for five or ten years or until retirement
or age 70. During the deferral period, amounts deferred earn interest at the
highest rate offered by North Fork Bank to its customers on its certificate of
deposit individual retirement accounts.
Certain directors of the Company who were previously directors of Southold
Savings Bank prior to the Company's acquisition of Southold in 1988 currently
receive, or in the future will be entitled to receive, payments from the Bank
under deferred directors' fee agreements entered into by them with Southold
prior to the acquisition. These agreements, similar to the Company's optional
Deferred Compensation Plan for directors described above, permit Southold
directors to defer receipt of some or all of their director's fees in exchange
for a right to receive, commencing on some designated future date and continuing
for a fixed period thereafter, regular monthly cash payments in a specified
amount. The designated payment amounts essentially represent the estimated
future value of the deferred fees, with compounding of interest at assumed rates
during the intervening years. Company director Rich is currently receiving
payments from the Bank under such a deferred fee agreement, and Company
directors Dickerson and Reeve are entitled to receive such payments in the
future.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation and
compensatory awards received in the last three years by the Chief Executive
Officer of the Company and each other executive officer whose cash compensation,
including salary and bonus, exceeded $100,000 in 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- -------------------- ----------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER ALL
ANNUAL RESTRICTED OPTIONS/ OTHER
NAME AND COMPEN- STOCK SARS(5) LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) SATION(3) AWARDS(4) (SHARES) PAYOUTS(6) SATION(7)
- ----------------------------- ----- -------- -------- --------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John Adam Kanas.............. 1994 $425,400 $250,000 $ 8,239 $ 0 50,000 $0 $33,066
Chairman of the Board, 1993 388,254 75,000 43,341 128,750 103,000 0 31,863
President and Chief 1992 374,862 0 0 0 0 0 20,138
Executive Officer
John Bohlsen(8).............. 1994 192,031 125,000 0 0 30,000 0 6,750
Vice Chairman of the 1993 122,485 40,000 0 38,625 46,000 0 5,192
Board 1992 -- -- -- -- -- -- --
Daniel M. Healy.............. 1994 240,000 100,000 4,002 0 30,000 0 9,353
Executive Vice President 1993 240,000 50,000 2,095 38,625 51,000 0 11,119
and Chief Financial Officer 1992 173,654 0 0 34,875 25,000 0 7,697
Mindy G. Butler(9)........... 1994 156,144 50,000 0 71,250 30,000 0 0
Executive Vice President
and 1993 -- -- -- -- -- -- --
Chief Lending Officer of 1992 -- -- -- -- -- -- --
North Fork Bank
</TABLE>
- ---------------
NOTES:
(1) Includes salary deferred at the election of the named executive officer
(such as deferred salary under the Company's 401(k) Plan) and all directors'
fees from the Company and the Bank, whether paid or deferred. Salary
deferrals under the 401(k) Plan in 1994 were $9,000 for Mr. Kanas, $9,000
for Mr. Bohlsen and $9,000 for Mr. Healy. Total directors' fees for 1994
were $25,400 for Mr. Kanas and $22,800 for Mr. Bohlsen.
(2) Includes bonus amounts deferred at the election of the named executive
officer.
(3) Listed amounts represent tax payments made by the Company for the named
executive officers on the taxable contributions made by the Company on their
behalf under the Company's Supplemental Executive Retirement Plan ("SERP").
(NOTES CONTINUED ON NEXT PAGE.)
7
<PAGE> 11
NOTES CONTINUED:
(4) Represents the dollar value of shares of restricted stock granted to the
named executive officer during the year in question, calculated by
multiplying the closing market price of the Company's Common Stock on the
date of grant by the number of shares awarded. Generally, shares of
restricted stock granted under the Company's compensatory stock plans carry
from the date of grant the same dividend rights as unrestricted shares of
Common Stock. As of December 31, 1994, the total market value of the
restricted stock held by executive officers Kanas, Bohlsen, Healy and Butler
was $870,829, $41,250, $41,250, and $68,750, respectively, based on a market
price for Common Stock on that date of $13.75 per share.
(5) Represents total number of shares subject to options granted to the named
executive officers during the year in question. No options granted to the
named executive officers have been accompanied by stock appreciation rights
("SARs.")
(6) The Company has no "long-term incentive plans" as defined in the Securities
and Exchange Commission Rules.
(7) Includes, among other things, any Company contributions to the 401(k) Plan
and the defined contribution plan feature of the SERP on behalf of the named
executive officers and specified premiums paid by the Company on certain
insurance arrangements covering the executive officer. In 1994, listed
amounts include 401(k) Plan contributions by the Company on behalf of
executive officers Kanas, Bohlsen and Healy of $6,750 each; contributions by
the Company to the defined contribution plan feature of the SERP on behalf
of executive officers Kanas and Healy of $6,511 and $2,603, respectively;
and the following insurance premiums paid by the Company on behalf of Mr.
Kanas: $10,641 in premiums paid on a disability policy, $686 in premiums
paid on a $100,000 life insurance policy, $4,900 in premiums paid on a $1
million life insurance policy and $3,578 in premiums paid on a $2 million
split dollar insurance policy.
(8) Mr. Bohlsen served as a director of the Company in the years preceding 1993
but did not become an executive officer until 1993.
(9) Ms. Butler joined the organization in April 1994.
8
<PAGE> 12
STOCK OPTIONS
The following table sets forth information concerning stock options granted
in 1994 to the executive officers named in the Summary Compensation Table on
page 7.
OPTIONS/SAR GRANTS IN THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS GRANT DATE
OPTIONS/SARS GRANTED TO EXERCISE OR PRESENT
GRANTED(1) EMPLOYEES IN BASE PRICE EXPIRATION VALUE(2)
NAME (SHARES) FISCAL YEAR (DOLLARS/SHARE) DATE (DOLLARS)
- --------------------------- ------------ ------------ --------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John Adam Kanas............ 50,000 23.25% $ 14.19 12/19/04 $211,850
John Bohlsen............... 30,000 13.95% 14.19 12/19/04 127,110
Daniel M. Healy............ 30,000 13.95% 14.19 12/19/04 127,110
Mindy G. Butler............ 20,000(3) 9.30% 14.125 4/27/04 85,880
10,000 4.65% 14.19 12/19/04 42,370
</TABLE>
- ---------------
NOTES:
(1) All options listed were non-qualified stock options, granted under the
Company's compensatory stock plans without tandem stock appreciation rights.
Except as otherwise noted, all such options were granted on December 19,
1994. All options awarded in 1994 were granted at a per share exercise price
equal to the market price of the common stock on the date of grant and all
such options became or will become exercisable six months after the date of
grant.
(2) Estimated grant date present value determined by using the Black-Scholes
option pricing model, a commonly-used method of valuing options on the date
of grant. The assumptions utilized in applying the Black-Scholes model were
as follows: (a) the useful life of the options was estimated to be five
years from the date of grant; (b) the risk-free discount rate applied for
purposes of the valuation, consistent with the five-year estimated life of
the options, was the five-year Treasury Rate as of the date of grant; (c)
the volatility factor utilized was the one-year volatility of the Company's
Common Stock, or 28.6 percent (volatility is calculated based on
fluctuations of 1994 weekly closing stock prices); (d) the dividend yield on
the Common Stock was assumed to be 2.88 percent for purposes of the analysis
only; and (e) a discount of 5 percent per year was utilized reflecting
anticipated risk of forfeiture prior to exercise.
(3) Granted to executive officer Butler on April 27, 1994, incident to her
initial employment by the Company.
9
<PAGE> 13
The following table sets forth information concerning all stock options
that were either exercised in 1994 or held at year-end 1994 by the named
executive officers in the Summary Compensation Table on page 7.
AGGREGATED OPTION/SAR EXERCISES IN THE YEAR ENDED DECEMBER 31, 1994,
AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, DECEMBER 31,
1994 1994(2)
SHARES ACQUIRED (EXERCISABLE/ (EXERCISABLE/
ON EXERCISE VALUE REALIZED(1) UNEXERCISABLE) UNEXERCISABLE)
NAME (SHARES) (DOLLARS) (SHARES) (DOLLARS)
- ---------------------------------- --------------- ----------------- --------------- --------------------
<S> <C> <C> <C> <C>
John Adam Kanas................... 9,600 $80,400 E- 296,800 E- $347,024
U- 90,500 U- 0
John Bohlsen...................... 0 0 E- 28,880 E- 40,110
U- 47,120 U- 0
Daniel M. Healy................... 0 0 E- 52,304 E- 291,986
U- 53,696 U- 0
Mindy G. Butler................... 0 0 E- 20,000 E- 0
U- 10,000 U- 0
</TABLE>
- ---------------
NOTES:
(1) Calculated by subtracting the exercise price of the options from the market
value of the shares received as of the date of exercise.
(2) Calculated by subtracting the exercise price of options from the market
value of underlying shares as of the fiscal year-end, based on a closing
market price of the Common Stock on December 31, 1994, of $13.75 per share.
10
<PAGE> 14
AGREEMENTS WITH EXECUTIVE OFFICERS
At the end of 1994, the Board of Directors of the Company approved
change-in-control agreements for the top three executive officers of the
Company -- President, Chief Executive Officer and Chairman John Adam Kanas, Vice
Chairman John Bohlsen and Chief Financial Officer Daniel M. Healy. The
agreements, each dated December 20, 1994, are substantially identical in form.
Under each agreement the executive is entitled to receive from the Company a
lump sum payment equal to 299% of his base salary if, within 24 months after a
change in control of the Company (as defined in the agreement), his employment
is terminated by the Company (other than for cause) or by the executive
voluntarily. Each agreement is a rolling three-year agreement and will continue
in effect until retirement or until two years after a decision by the Board not
to renew the agreement. The agreements provide, in effect, that if any payments
thereunder would be treated as excess parachute payments under Section 280G of
the Internal Revenue Code, the aggregate amount of those payments is to be
reduced to the extent necessary to avoid that treatment, except that any payment
to the executive under the Company's Performance Plan or any acceleration of the
vesting of his stock-based awards will not trigger such a reduction. Also at the
end of 1994, the Board adopted the Performance Plan, under which executives and
other officers and employees may receive cash payments following a change in
control of the Company, if certain financial performance targets are met. (See
"Report of the Compensation Committee -- Special Change-in-Control Arrangements"
on page 15.)
The Company traditionally has not entered into employment agreements with
executives. In the Spring of 1994, however, the Board made a limited exception
in order to secure the services of Mindy Butler as Executive Vice President and
Chief Lending Officer of North Fork Bank. The Board approved a five-year
employment agreement between Ms. Butler and the Company, dated March 31, 1994.
Under the agreement, if Ms. Butler is involuntarily terminated without cause or
if there is a change in control of the Bank within the first year of her
employment, she will be entitled to receive a lump sum severance payment equal
to the balance of her first year's salary plus two additional years' salary. If,
during years two through five of Ms. Butler's employment, she is involuntarily
terminated without cause or there is a change in control of the Bank, she will
be entitled to receive a lump sum severance payment equal to the balance of her
current year's salary plus one additional year's salary. Also under the
agreement, Ms. Butler was entitled to receive the salary, bonus and stock
awards, as detailed in the Summary Compensation Table.
11
<PAGE> 15
PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate by reference future
filings, including this Proxy Statement, in whole or in part, the following
Performance Graph and Compensation Committee Report shall not be incorporated by
reference into any such filings.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
AMONG NORTH FORK BANCORPORATION, S&P 500 AND KBW EASTERN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P 500 IN- KBW EASTERN
(FISCAL YEAR COVERED) NFB DEX REGION INDEX
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 38.27 96.86 61.63
1991 32.91 126.20 108.38
1992 56.22 135.73 149.66
1993 89.08 149.32 156.08
1994 96.85 151.30 138.56
</TABLE>
The KBW Eastern Region Index is a market-capitalization-weighted stock
index combining stock price information from 12 of the larger bank holding
companies in the eastern United States.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for conducting periodic reviews of executive
compensation and for taking certain actions regarding the compensation of senior
executives, including the Chief Executive Officer. The Committee consists of not
less than three directors, none of whom may be an officer or employee of the
Company or any of its subsidiaries. The names of current Committee members are
listed at the end of this report. The Committee makes recommendations to the
full Board of Directors concerning salary levels for senior executives and
officers generally and other compensatory distributions and arrangements for
these individuals, including cash bonuses
12
<PAGE> 16
if and as appropriate. In addition, all grants of awards to senior officers and
other key employees under the Company's stock-based compensation plans are made
at the sole discretion of the Committee.
The Compensation Committee is submitting this report summarizing its
involvement in the compensation decisions and policies adopted by the Company
for executive officers generally and for Chairman, President and Chief Executive
Officer John Adam Kanas, specifically.
GENERAL POLICY
The Company's executive compensation policy is to provide an incentive for
executives to achieve corporate and individual goals and to reward executives
when these goals are accomplished. Compensation levels for executives are
established utilizing financial performance measurements and executive
compensation practices followed in the banking industry. Furthermore,
qualitative factors such as commitment, leadership, teamwork and community
involvement are included in compensation deliberations. Before making its
recommendations and decisions, the Committee elicits the suggestions and advice
of the CEO and other executive officers regarding appropriate or desired levels
of compensation for them and management personnel generally. The Committee has
complete access to all necessary Company financial reports, personnel records
and other data and may seek the advice of experts and compensation consultants
if appropriate. Members of the Compensation Committee also have periodic contact
with management through their involvement in other Board committees, giving them
a direct basis upon which to evaluate the personal capabilities and effort of
management.
The ultimate purpose of the Company's compensation structure is to attract
and retain executives of the highest caliber and to motivate these executives to
put forth maximum effort toward the achievement of specified corporate goals
identified through the strategic planning process of the Board and management.
Central to the concept and design of the executive compensation strategy is the
paramount importance of long-term stockholder interests and the need to align
management incentives with those interests.
COMPONENTS OF COMPENSATION
In its regular evaluations of executive compensation, the Compensation
Committee focuses upon the following fundamental components: salary, annual
incentive compensation and long-term incentive compensation.
The Committee conducts an annual review of salary levels for executives and
other officers on a Company-wide basis and has the discretion to make or modify
these levels. Salary levels are reflective of an individual's responsibilities
and experience and competitive marketplace conditions. The Committee concurs in
the Company's traditional policy of not extending long-term employment
agreements to executive officers except in extraordinary circumstances.
The annual incentive component of executive compensation has historically
been provided, if and as appropriate, through the Company's Annual Bonus
Program. Following profitable years, the Annual Bonus Program has been used to
provide year-end cash distributions to Company executives and other key
employees out of a designated bonus pool, with the overall size of the pool to
be determined by the level of the Company's financial success, based on a set
formula, and with the amount of individual distributions to vary depending upon
an assessment of the individual's performance and, in selected cases,
operational department achieve-
13
<PAGE> 17
ments. Decisions on the Annual Bonus Program typically are made on or about the
end of each calendar year, with input from management, recommendations by the
Committee and final approval from the Board.
The third component of the Company's executive compensation strategy is the
long-term incentive compensation program, under which executives may be granted
stock options and other stock-based awards offering them the possibility of
future value, depending on the executives' continued employment by the Company
and the long-term price appreciation of the Company's Common Stock. It has been
the Committee's view that a substantial portion of the total compensation of
senior executives over a period of years should consist of such long-term
incentive awards. The Committee has tailored its compensation program for
executives accordingly; in recent years, from twenty-five to thirty-five percent
of overall compensation for senior officers has consisted of stock-based awards,
based on their estimated grant date value. Currently, the primary vehicle for
the granting of stock-based incentive awards is the Key Employee Stock Plan.
Under the Plan, awards for up to 700,000 shares of Common Stock may be granted
to executives and other key employees in the form of incentive stock options,
nonqualified stock options or restricted stock (with total restricted stock
grants limited to 200,000 shares). To date, approximately one-third of these
shares have been the subject of Committee grants to executives made in 1994 and
at year-end 1993. Under a new provision of the Internal Revenue Code, Section
162(m), public companies are denied a tax deduction for any compensation
exceeding $1 million paid to certain top executives, subject to certain
exemptions. The Key Employee Stock Plan was designed so that options granted
under the Plan qualify for an exemption from this new statute and the related
amounts of compensation remain tax deductible to the Company.
COMPENSATION COMMITTEE REVIEW OF EXECUTIVE COMPENSATION
The Compensation Committee, in making its recommendations and
determinations at year-end 1994 regarding executive compensation, was influenced
by numerous positive considerations. The principal factor underlying the
Committee's decisions was the substantial increase in the Company's core
earnings in 1994, as the Company returned to the top tier of peer group
institutions in financial performance. The Committee believes that the excellent
earnings marked the culmination of several years' effort by management to
resolve the asset quality problems that adversely affected the Company in the
early 1990s. Provisions to the loan loss allowance and operating expenses
attributable to other real estate owned declined substantially in 1994 from
prior years, positively impacting net income. Also, the fine earnings in 1994
reflected management's continuing and successful efforts to streamline internal
operations and reduce core expenses. The Committee also noted, however, that
management pushed the Company forward in the past year, expanding the franchise,
leveraging a growing capital base with a carefully-designed investment strategy,
and yet maintaining healthy net interest rate margins. In addition to improved
earnings, other specific goals attained in 1994 include improved asset quality,
further progress in reducing the core efficiency ratio to one of the best levels
in the industry and growth through acquisition and other activities.
The Committee believes that, as a result of management's effort, the
Company has achieved a solid position from which it may continue to expand and
prosper, to the benefit of its stockholders and the communities it serves.
In view of the foregoing achievements, the Committee determined at year-end
that the executive group deserved increases in all aspects of the compensation
program -- specifically, reasonable salary increases, significant cash bonuses
and an appropriate amount of stock-based incentive compensation. The Committee
14
<PAGE> 18
expects that the package, and especially the incentive awards, will serve to
motivate management to achieve continued excellent results in future periods.
Accordingly, at year-end 1994 the Committee recommended and the Board approved
salary increases for the executive officers for 1995 as well as appropriate cash
bonuses for 1994.
In addition, at year-end 1994 the Committee determined to grant stock-based
awards to the senior executives under the Key Employee Stock Plan in the
aggregate amount of 120,000 shares, similar in magnitude to the aggregate amount
of grants in prior years.
On an ongoing basis, the Committee in consultation with management also
makes determinations on executive compensation as circumstances warrant. In the
Spring of 1994, the Committee concurred in the compensation package offered to a
newly-hired executive officer (Ms. Butler) and simultaneously granted the
officer appropriate incentive-based awards under the Key Employee Stock Plan. In
mid-year the Committee recommended and the full Board approved an appropriate
salary increase for another senior executive.
SPECIAL CHANGE-IN-CONTROL ARRANGEMENTS
The Committee is aware that the significant achievement demonstrated by
management in 1994 has enhanced the value of the Company. The same high-quality
performance that produces above-average earnings and improves shareholder value
also makes the organization attractive to others.
The Committee does not believe that management will act to protect its own
positions or interests at shareholder expense. The Committee is not aware of any
current proposals to acquire the Company or negotiations regarding any such
proposals. Nevertheless, in accordance with the Committee's belief that
shareholder interests are paramount and that management should be affirmatively
motivated to pursue any strategy or alternative that might achieve maximum
shareholder returns, including if appropriate by aggressively exploring
possibilities for acquisition transactions at the optimum time and at an optimum
price, the Committee approved at year-end 1994 a program calculated to
incentivize management and provide limited income assurance in the exclusive
context of a change in control of the Company.
First, the Committee recommended and the Board approved change-in-control
agreements for the executive officers named in the Summary Compensation Table.
These agreements, which are fairly standard in form and substance, essentially
provide that if there is a change in control of the Company and within a
designated period thereafter the executive's employment terminates, the
executive will receive an amount in cash equal to a multiple of the executive's
salary before termination. The agreements are described in more detail elsewhere
in this Proxy Statement under "Agreements With Executive Officers."
In addition, at year-end the Committee recommended and the Board approved a
Performance Plan, which offers not only to senior management but to all officers
and all salaried employees the possibility of special cash distributions if the
Company is acquired in a transaction that produces above average shareholder
returns. Under the Plan, if a change in control of the Company occurs and the
change in control involves or follows achievement of above-average financial
returns for the Company's shareholders, a performance pool will be funded, from
which senior executives and other officers and employees of the Company will
receive distributions. The availability and size of the performance pool will
depend upon the level of financial success achieved by the Company, measured
against pre-established, objective performance targets. No performance
15
<PAGE> 19
pool will be funded or distributed for change-in-control transactions not
exceeding the industry average for such transactions.
The specific performance targets and amount or amounts of the performance
pool for transactions announced or occurring in any year will be those
established at the end of the prior year by the Committee, utilizing objective
measures of corporate performance. Once established for a particular year, the
performance targets and the size of the performance pool may not later be
altered or canceled. In adopting specific performance targets, the Committee is
directed to adhere to the general Plan goal that no performance pool amounts
should be funded or distributed except upon attainment of above-average
financial results by the Company. The maximum size of any performance pool
distributable under the Plan upon a change in control is 3 percent of the
Company's market capitalization at the time of the change in control including
the effect of any premium paid to Company shareholders in the change-in-control
transaction. Under the Plan, a change in control is defined to mean a merger,
consolidation or other similar transaction in which the Company is acquired by
another corporation or the acquisition by one person, entity or related group,
in a single transaction or series of transactions, of more than 50 percent of
the Company's outstanding common stock. Once a performance pool is distributed,
the Plan terminates.
Distributions of a performance pool will be made in three tranches. Tranche
1 will consist of senior executives, including the Chief Executive Officer and
such other senior officers as may be determined on a year-to-year basis by the
Committee. Tranche 2 will consist of other officers, as determined by the
Committee prior to a pool distribution. Tranche 3 will include all other
employees then participating in the Company's retirement plan. Under the Plan,
the participants in Tranche 3 will receive not less than 10 percent of any
performance pool. The Committee may determine, on an ongoing basis, how the
remaining 90 percent of the pool is to be divided between the officers in
Tranches 1 and 2. Currently, the Committee has decided that 75 percent of any
performance pool payable in 1995 would be distributed to the Tranche 1
executives. The precise percentage allocations within all three tranches would
be determined by the Committee immediately prior to a change in control. Under
the Plan, the Chief Executive Officer would receive at least 30 percent of
Tranche 1.
If the performance pool is distributable under the Plan upon a change in
control because the pre-established performance targets have been satisfied, all
of the pool must be distributed. Participating executives, officers or employees
of the Company need not resign or retire in order to receive distributions. In
addition, the Plan provides a so-called tax gross-up provision for senior
executives, under which the Company would pay any taxes payable by the senior
executives on pool distributions to them, including any excise taxes on any
portions of distributions constituting "excess parachute payments" under the
Internal Revenue Code.
In establishing particular performance targets for 1995, the Committee
selected as a benchmark for measuring any change-in-control transaction
involving the Company that may be completed or agreed upon in 1995, an index
maintained by a designated industry analyst for all bank acquisition
transactions announced in the 12 months preceding announcement of the Company's
transaction. Specifically, if the Company's transaction, upon announcement,
involves a sale price to market price multiple exceeding the median sale price
to market price multiple in the index, a performance pool will be funded upon
completion of the transaction. The size of the pool would depend upon the extent
to which the multiple in the Company's transaction exceeded the median multiple,
ranging from a pool of 1.5 percent of market capitalization at
16
<PAGE> 20
closing for transactions barely exceeding the median to 3.0 percent of market
capitalization at closing for transactions in the top decile under the index.
The Committee may elect in future years to alter the performance targets,
the definition of the performance pool or the size and constituency of the
tranches. There can be no assurances that a change-in-control transaction will
be effected within any certain period or at any time.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In assessing appropriate types and amounts of compensation for the Chief
Executive Officer, the Compensation Committee evaluates both corporate and
individual performance. Corporate factors included in the evaluation are return
on stockholders' equity, return on assets, levels and changes in non-performing
assets, the market price of the Common Stock and the Company's performance
compared to peer group institutions. Individual factors include the CEO's
initiation and implementation of successful business strategies, formation of an
effective management team and various personal qualities, including leadership,
commitment and professional and community standing.
After reviewing last year's corporate results, as discussed above, as well
as individual contributions, the Committee concluded that CEO John Adam Kanas
rendered excellent service in 1994. Mr. Kanas deserves much of the credit for
the Company's superior financial performance. Particularly significant was his
personal leadership in directing the Company's profitable expansion during a
period of industry contraction generally. He personally negotiated and saw
through to completion the Company's acquisition of Metro Bancshares, Inc.,
parent corporation for the $1 billion in assets Bayside Federal Savings and
Loan. The transaction was agreed to in mid-summer, completed before the end of
November and the successful integration of Bayside into North Fork Bank was well
on its way by year-end. Mr. Kanas also deserves credit for continuing
implementation of an aggressive cost-cutting strategy across the organization
and further streamlining of systems and personnel. For these reasons, the
Committee concurred in a $75,000 increase in Mr. Kanas' salary, as well as a
$250,000 cash bonus to Mr. Kanas at year-end. The Committee also granted to Mr.
Kanas various incentive-based stock awards in 1994 under the Key Employee Stock
Plan.
CONCLUSION
The Compensation Committee believes that the compensation amounts and
awards recently established for the Company's senior executives reflect
appropriate levels, given Company and individual performance by management
during 1994. The Committee will continue to emphasize longer term strategic
performance objectives as the Company's recovery proceeds.
Committee members:
Allan C. Dickerson, Chairman
Lloyd A. Gerard
George H. Rowsom
17
<PAGE> 21
RETIREMENT PLANS
Executive officers of the Company participate in a retirement plan (the
"Retirement Plan") which is a defined benefit plan maintained and administered
by the Company. The Retirement Plan covers all employees who have attained age
21, completed at least one year of service and worked a minimum of 1,000 hours
per year. A participant becomes 100% vested under the Retirement Plan after five
years of service.
Under the Plan's benefit formula, participants accrue an amount through the
Plan each year equal to five percent of their annual compensation as defined
under the Plan plus a fixed rate of interest based on one-year Treasury Bill
rates, credited quarterly. These amounts are subject to limitations under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
benefits subsequently paid under the Retirement Plan to each participant after
retirement are payments based on the accrued total amount in the Plan for that
participant, projected over an assumed life expectancy.
Compensation under the Retirement Plan is total salary and bonuses (i.e.,
columns (c) and (d) in the Summary Compensation Table, excluding any directors'
fees), as well as certain other taxable compensation received by the executives
that is listed in column (i) of the Summary Compensation Table, excluding
Company contributions under the 401(k) Plan and the defined contribution feature
of the SERP.
In addition to the Retirement Plan, the Company has a Supplemental
Executive Retirement Plan (the "SERP"). The SERP restores to specified senior
executives upon their retirement from the Company the full level of retirement
benefits that they would have been entitled to receive under the formula
contained in the Retirement Plan, absent the ERISA provision limiting maximum
payouts and maximum compensation under tax-qualified retirement plans. The SERP
also provides for participating executives a nonqualified defined contribution
plan feature, under which executives may elect to make post-tax contributions,
which will be entitled to matching Company contributions, much like 401(k) plan
deferrals, but not subject to the Internal Revenue Code's limitation on maximum
401(k) plan contributions. The SERP may be funded through a combination of
elective contributions by covered individuals of post-tax dollars and Company
contributions to a secular trust. Under the SERP, the Company will also pay on
behalf of covered individuals any income taxes payable by them as a result of
Company contributions on their behalf. Of the named executive officers in the
Summary Compensation Table on page 7, Messrs. Kanas and Healy are covered under
the SERP.
Based upon their current compensation and assuming retirement at normal
retirement age (65), executive officers Kanas, Bohlsen, Healy and Butler would
receive under the Retirement Plan (and, where applicable, the SERP) annual
benefits payments of approximately $182,300, $19,400, $39,400 and $33,660,
respectively.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS
AND ASSOCIATED PERSONS
Since January 1, 1994, certain of the directors and executive officers of
the Company (and members of their immediate families and corporations,
organizations and trusts with which these individuals are associated) have been
indebted to the Company's subsidiary bank in amounts of $60,000 or more. All
such loans were made in the ordinary course of business, did not involve more
than normal risk of collectability or present other unfavorable features, and
were made on substantially the same terms, including interest rates
18
<PAGE> 22
and collateral requirements, as those prevailing at the same time for comparable
loan transactions with unaffiliated persons. No such loan was classified by the
subsidiary bank as of December 31, 1994, as a non-accrual, past due,
restructured or potential problem loan.
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered for inclusion in the Company's proxy
materials for the 1995 Annual Meeting of Stockholders must be received in
writing by the Secretary of the Company at the Company's principal executive
office no later than November 22, 1995. Such proposals must also meet the other
requirements established by the Securities and Exchange Commission for
stockholder proposals.
INDEPENDENT AUDITORS
KPMG Peat Marwick, Certified Public Accountants, were the independent
auditors of the Company for the year ended December 31, 1994, and have also been
selected to serve as auditors for 1995. Representatives of KPMG Peat Marwick are
expected to be present at the Meeting with an opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions from stockholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Company is not aware of any other matters
that may come before the Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Meeting.
Date: March 22, 1995
By Order of the Board of Directors
/S/ ANTHONY J. ABATE
--------------------------------------
ANTHONY J. ABATE
Vice President and Secretary
19
<PAGE> 23
PROXY
NORTH FORK BANCORPORATION, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
APRIL 25, 1995
The undersigned stockholder(s) of North Fork Bancorporation, Inc., a Delaware
corporation (the "Company") hereby appoint(s) Irving L. Price, Jr., and Alma
T. Suter, and each of them, with full power to act alone, the true and lawful
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, and hereby authorize(s) them and each of them, to represent the
undersigned and to vote all shares of common stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Radisson Hotel Islandia, 3635 Express Drive North,
Hauppage, New York at 10:00 a.m. on Tuesday, April 25, 1995, and at any
adjournments or postponements thereof, with all powers the undersigned would
possess if personally present, on the following proposals and any other
matters coming before said meeting.
1. Election of Directors of the Board of (CHANGE OF ADDRESS)
Directors whose term expires at the
1998 Annual Meeting of Stockholders _______________________
_______________________
Nominees: James F. Reeve, George H. Rowsom, _______________________
Raymond W. Terry, Jr., Dr. Kurt R. Schmeller _______________________
(Over)
(Check one box only for all nominees)
This proxy will be voted in the manner directed herein by the undersigned.
If no direction is given, this proxy will be voted FOR proposal 1, and in
the discretion of the proxies on such other matters as may properly come
before the annual meeting or any adjournments or postponements thereof.
SEE REVERSE SIDE
/X/ Please mark your votes as in this
example. 0103
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. Election of FOR / / WITHHOLD / /
Directors
(see reverse)
WITHHOLD for the following only. Write name(s) below.
_____________________________________________________
Please indicate below whether you plan on attending the Meeting.
I PLAN TO I DO NOT PLAN TO
ATTEND ATTEND
/ / / /
CHANGE OF ADDRESS ON REVERSE SIDE / /
Receipt of the Notice of Annual Meeting of Stockholders and
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this proxy. Joint owners
should each sign personally. If signing as attorney, executor,
administrator, trustee or guardian, please include your full title.
Corporate proxies should be signed by an authorized officer.
________________________________________________
________________________________________________
SIGNATURE(S) DATE
