THIS IS A CONFORMING COPY OF THE DOCUMENT ORIGINALLY FILED ON JUNE 5, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
SUFFOLK BANCORP
(Name of Issuer)
Common Stock, $5.00 par value
(Title of Class of Securities)
864739107
(CUSIP Number)
Daniel M. Healy
Executive Vice President
and
Chief Financial Officer
North Fork Bancorporation, Inc.
9025 Route 25
Mattituck, New York 11952
(516) 298-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2642
May 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with this statement: [ X ]
CUSIP No. 864739107
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
North Fork Bancorporation, Inc.
I.R.S. Identification No. 36-3154608
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of New York
7. SOLE VOTING POWER
NUMBER OF SHARES 5%
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING None
PERSON WITH
9. SOLE DISPOSITIVE POWER
5%
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
190,064
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14. TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
This statement relates to the common stock, par
value $5.00 per share (the "Common Stock"), of Suffolk
Bancorp, a New York corporation (the "Company"). The
principal executive offices of the Company are located at
6 West Second Street, Riverhead, New York, 11901.
According to the Company's most recent Quarterly Report
on Form 10-Q for the three months ended March 31, 1995,
as of such date the Company had 7,500,000 shares of
authorized Common Stock, of which 3,799,674 shares were
issued and outstanding.
Item 2. Identity and Background.
(a)-(c) and (f) This statement is being filed
by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork"). The principal executive
offices of North Fork are located at 9025 Route 25,
Mattituck, New York 11952.
The principal business of North Fork is to
provide, through its bank subsidiary North Fork Bank,
comprehensive consumer and commercial banking services
which include deposit and loan products, trust services,
annuity sales, cash management and investments through
its brokerage subsidiary.
Information as to each of the executive
officers and directors of North Fork is set forth on
Schedule I hereto. Each of such persons is a citizen of
the United States.
(d) During the last five years, neither North
Fork nor, to the best of North Fork's knowledge, any of
the individuals named in Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither North
Fork nor, to the best of North Fork's knowledge, any of
the individuals named in Schedule I hereto, has been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
North Fork intends to finance its purchases of
the Company's Common Stock from available cash and
investments held by North Fork.
Item 4. Purpose of Transaction.
On January 31, 1995, North Fork filed an
application (the "Federal Reserve Application") with the
Board of Governors of the Federal Reserve System (the
"Federal Reserve"), under Section 3(a)(3) of the Bank
Holding Company Act of 1956, to acquire up to 19.9% of
the voting securities of the Company, and to thereby
acquire indirectly up to 19.9% of the Company's wholly-
owned subsidiary bank, The Suffolk County National Bank.
The Federal Reserve Application states North
Fork's intent to acquire up to 19.9% of the outstanding
shares of the Common Stock from time to time in the
market or in privately negotiated transactions, subject
to market conditions. The Federal Reserve Application
further states that North Fork intends to acquire the
shares because it believes that the Common Stock is an
"attractive investment" and that "the market price of the
[Company's] stock will rise, resulting in a profit on
[North Fork's] investment." Finally, the Federal Reserve
Application states that while North Fork "is actively
exploring the possibility of acquiring the entire equity
interest" in the Company, North Fork will not acquire
ownership or control of more than 19.9% of the voting
securities of the Company without seeking prior approval
of the Federal Reserve.
The Federal Reserve Application also included
certain commitments by North Fork that it would not,
among other things, exercise a controlling influence over
certain policies and decisions of the Company, engage in
certain transactions with the Company or propose
directors (including North Fork representatives) in
opposition to the Company's nominees. In connection with
its consideration of the Federal Reserve Application, on
May 1, 1995 the Federal Reserve sought an additional
commitment by North Fork that it would not, without prior
approval of the Federal Reserve, exercise any enhanced
shareholder rights acquired as a result of its ownership
of over 5% of the voting securities of the Company to
obtain nonpublic information concerning the performance,
condition or business plans of the Company, to
participate in Company decisionmaking or to communicate
with Company shareholders. North Fork has committed in
writing to refrain from taking any such action without
prior Federal Reserve approval. On May 9, 1995 the
Federal Reserve approved North Fork's proposal to
purchase up to 19.9% of the voting securities of the
Company.
On February 10, 1995, North Fork filed an
application similar to the Federal Reserve Application
with the New York State Banking Department (the "Banking
Department") under Sections 141 and 142(1) of the New
York Banking Law (the "Banking Department Application").
Pursuant to applicable New York Banking Law, North Fork
may not acquire ownership or control of 10% or more of
the voting securities of the Company without Banking
Department approval. As of the date hereof, the Banking
Department Application remains under consideration with
the Banking Department, and North Fork understands that a
decision is expected in June, 1995.
North Fork intends to continue to purchase an
aggregate of up to 10% of the outstanding Common Stock
pending approval of the Banking Department Application by
the Banking Department and, following such approval, to
purchase an aggregate of up to 19.9% of the outstanding
Common Stock from time to time in the market or in
privately negotiated transactions, in all cases subject
to market conditions. In addition, North Fork plans to
continue to explore the possibility of acquiring the
entire equity interest in the Company. North Fork will
not, however, acquire ownership or control of more than
19.9% of the voting securities of the Company without
seeking prior approval of the Federal Reserve. To date,
North Fork has acquired 190,064 shares, or 5%, of the
Company.
Except as set forth in this Item 4, neither
North Fork nor, to the best of North Fork's knowledge,
any of the individuals named in Schedule I hereto, has
any plans or proposals which relate to or which would
result in any of the actions specified in Clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) By reason of its recent purchases of
Company Common Stock, North Fork has sole voting and
dispositive power with respect to 190,064 shares, or
approximately 5% of the shares of Common Stock
outstanding on March 31, 1995. In addition, an
aggregate of 29,910 shares of Common Stock are owned by
North Fork officers and directors, as set forth in
Schedule 2 hereto. North Fork expressly disclaims
beneficial ownership of all of the shares held by its
officers and directors.
Except as set forth above, neither North Fork
nor, to the best of North Fork's knowledge, any of the
individuals named in Schedule I hereto, owns any Common
Stock.
(c) The following purchases of Common Stock were
effected by North Fork during the past 60 days:
Trade Settle Number of Price Per
Date Date Shares Share
5/25/95 6/2/95 3,000 $29.500
All of the foregoing purchases were effected
through brokerage transactions consummated on the NASDAQ
National Market System. Except as set forth above,
neither North Fork nor, to the best of North Fork's
knowledge, any of the individuals named in Schedule I
hereto, has effected any transaction in the Common Stock
during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Except as set forth in Item 4 hereof, neither
North Fork nor, to the best of North Fork's knowledge,
any of the individuals named in Schedule I hereto, has
any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with
respect to any securities of the Company, including, but
not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or
withholding of proxies.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: June 5, 1995
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK BANCORPORATION, INC.
The name, business address, present principal
occupation or employment, and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of
each of the directors and executive officers of North
Fork Bancorp-oration, Inc. ("North Fork") is set forth
below. If no business address is given, the director's
or officer's address is 9025 Route 25, Mattituck, New
York 11952. Unless otherwise indicated, each occupation
set forth opposite an executive officer's name refers to
employment with North Fork.
Present Principal Occupation
Name or Employment and Address
John Adam Kanas Chairman, President and Chief
Executive Officer
Anthony J. Abate Vice President and Secretary
John Bohlsen Vice Chairman - North Fork
President
The Helm Development Corp.
166 W. Main St.
East Islip, NY 11730
Malcolm J. Delaney Retired
Heritage Hills
518A
Somers, NY 10589
Allan C. Dickerson Retired
2255 Grand Ave.
Mattituck, NY 11952
Lloyd A. Gerard Antique Dealer and Auctioneer
P.O. Box 146
Remsenburg, NY 11960
Daniel M. Healy Executive Vice President and
Chief Financial Officer
James F. Reeve President
Harold R. Reeve & Sons, Inc.
North Road
Mattituck, NY 11952
James H. Rich, Jr. President
Southold Lumber Co., Inc.
3045 Wells Ave.
P.O. Box 208
Southold, NY 11971
George H. Rowsom President
S.T. Preston & Son, Inc.
South Main St. Wharf
Greenport, NY 11944
Kurt R. Schmeller President
Queens Borough Community College
City University of New York
Bayside, NY 11364
Raymond W. Terry, Jr. Retired
610 Jockey Creek Dr.
P.O. Box 983
Southold, NY 11971
SCHEDULE II
SHARES OF SUFFOLK BANCORP
OWNED BY
DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK BANCORPORATION, INC.
North Fork expressly disclaims beneficial
ownership of the 29,910 shares of Common Stock which, as
of May 31, 1995, are owned by North Fork officers and
directors, as set forth below.
Shares Date Manner of
Name Owned Purchased Purchase
Lloyd A. Gerard 27,330 (1) 1928-1985 Gift
Allan C. Dickerson 100 (2) 6/1/84 Purchase
10 (2) 6/7/86 Dividend
440 (2) 7/31/86 5/1 Split
550 (2) 5/22/87 2/1 Split
395 (2) Since 1987 Dividend
Reinvestment
James H. Rich, Jr. 50 (3) 11/8/76 Purchase
2 (3) 2/4/85 Dividend
Reinvestment
10 (3) 6/30/85 Dividend
Reinvestment
248 (3) 7/31/86 5/1 Split
310 (3) 5/22/87 2/1 Split
100 (3) 10/7/87 Purchase
180 (4) 2/18/88 Purchase
100 (4) 11/16/88 Purchase
John Adam Kanas 7 Prior to 1986 Purchase
28 7/31/86 5/1 Split
35 5/22/87 2/1 Split
15 Since 1987 Dividend
Reinvestment
Total: 29,910
(1) Owned jointly with Mr. Gerard's brother, Lester
Gerard and his sister Lynne Raskin.
(2) Owned by Mr. Dickerson's wife, Charlotte Dickerson.
(3) Owned by Mr. Rich's wife, Adele Rich.
(4) Owned jointly by Mr. Rich and his wife, Adele Rich.
