<PAGE> 1
PROSPECTUS
Filed Pursuant to Rule 424(b)(4)
File No. 333-11985
600,000 SHARES
NORTH FORK BANCORPORATION, INC.
COMMON STOCK
------------------------
All of the 600,000 shares of common stock, par value $2.50 per share (the
"Common Stock"), of North Fork Bancorporation, Inc. ("North Fork"), a Delaware
corporation, being offered hereby are being sold by North Fork. The Common Stock
is traded on the New York Stock Exchange ("NYSE") under the symbol "NFB." The
last reported sale price of the Common Stock on December 17, 1996 as reported by
the NYSE was $34.00 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A
BANK OR SAVINGS ASSOCIATION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) NORTH FORK(2)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Per Share...................... $33.875 $1.05 $32.825
- -------------------------------------------------------------------------------------------------
Total.......................... $20,325,000 $630,000 $19,695,000
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) North Fork has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses of the offering payable by North Fork estimated at
$241,336.
The shares of Common Stock are offered by the Underwriter, subject to prior
sale, to withdrawal, cancellation or modification of the offer without notice,
to delivery and acceptance by the Underwriter and to certain further conditions.
It is expected that delivery of the shares of Common Stock offered hereby will
be made to the Underwriter on behalf of the purchasers in this offering on or
about December 20, 1996.
------------------------
KEEFE, BRUYETTE & WOODS, INC.
------------------------
The date of this Prospectus is December 17, 1996
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NYSE OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
North Fork is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by North Fork with the Commission 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 at 7 World Trade Center, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates or from the Web Site maintained by the Commission at
"http://www.sec.gov.". In addition, material filed by North Fork can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
North Fork has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereof, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities to be offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits thereto.
Such additional information may be inspected and copied as set forth above.
Statements contained in this Prospectus or in any document incorporated by
reference in this Prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
2
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by North Fork (File No.
0-10280) are incorporated by reference in this Prospectus:
1. North Fork's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "1995 Form 10-K").
2. North Fork's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
3. North Fork's Current Reports on Form 8-K, dated March 15, 1996 (as
amended by a Form 8-K/A), July 15, 1996, September 12, 1996, October 10,
1996 and December 17, 1996.
4. The description of North Fork Common Stock and North Fork Series A
Junior Participating Preferred Stock and Preferred Stock Purchase Rights
set forth in North Fork's registration statements filed by North Fork
pursuant to Section 12 of the Exchange Act including any amendment or
report filed for purposes of updating any such description.
5. The portions of North Fork's Proxy Statement for the Annual Meeting
of Stockholders held on April 23, 1996 that have been incorporated by
reference in the 1995 Form 10-K.
6. The Joint Proxy Statement/Prospectus of North Fork and North Side,
dated October 4, 1996, relating to the Merger (the "Joint Proxy
Statement/Prospectus") other than the sections entitled
"Summary -- Selected Historical Financial Information", "Summary -- Pro
Forma Combined Selected Historical Financial Information",
"Summary -- Selected Financial Ratios", "Summary -- Comparative Per Share
Data", "Pro Forma Condensed Combined Financial Statements", "Opinions of
Financial Advisors" and the annexes to such Joint Proxy
Statement/Prospectus.
All documents and reports filed by North Fork pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the dates of filing of
such documents or reports. Any statement contained in a document or report
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 or
report which also is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference) are
available, without charge, to any person to whom this Prospectus is delivered,
upon written or oral request, directed to North Fork Bancorporation, Inc., 275
Broad Hollow Road, Melville, New York 11747, Attention: Anthony Abate,
Secretary, telephone number (516) 844-1004.
3
<PAGE> 4
THIS PROSPECTUS AND THE JOINT PROXY STATEMENT/PROSPECTUS INCORPORATED BY
REFERENCE HEREIN CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF NORTH FORK FOLLOWING
THE CONSUMMATION OF THE MERGER, INCLUDING STATEMENTS RELATING TO: (A) THE COST
SAVINGS AND REVENUE ENHANCEMENTS THAT ARE EXPECTED TO BE REALIZED FROM THE
MERGER AND (B) PROJECTED 1997 EARNINGS PER SHARE. SEE "THE MERGER -- OPERATIONS
FOLLOWING THE MERGER." FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE,
AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS OR REVENUE
ENHANCEMENTS FROM THE MERGER CANNOT BE FULLY REALIZED; (2) DEPOSIT ATTRITION,
CUSTOMER LOSS OR REVENUE LOSS FOLLOWING THE MERGER IS GREATER THAN EXPECTED; (3)
COMPETITIVE PRESSURE IN THE BANKING AND FINANCIAL SERVICES INDUSTRY INCREASES
SIGNIFICANTLY; (4) CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE MARGINS; AND
(5) GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE STATE OF NEW YORK,
ARE LESS FAVORABLE THAN EXPECTED.
NORTH FORK
North Fork. North Fork, with its executive headquarters located in
Melville, New York, is a bank holding company organized under the laws of the
State of Delaware in 1980 and registered under the Bank Holding Company Act of
1956, as amended. North Fork's primary subsidiary, North Fork Bank, operates 65
retail banking facilities throughout Suffolk, Nassau, New York, Queens,
Westchester and Rockland Counties of New York. North Fork, through North Fork
Bank, provides a variety of banking and financial services to middle market and
small business organizations, local government units, and retail customers in
the metropolitan New York area.
During the first quarter of 1996, North Fork Bank consummated the
acquisition of the domestic commercial banking business of Extebank, which at
closing had approximately $388 million in assets and $348 million in deposits,
for $47 million in cash. During such quarter, North Fork Bank also consummated
the acquisition of ten Long Island branches of First Nationwide Bank, with
approximately $572 million in deposits, at a deposit premium of 6.35%.
North Fork recognized net income of $44.8 million, or $1.81 per share for
the first nine months of 1996, which includes a nonrecurring, after-tax charge
of $5 million, or $.20 cents per share, associated with the recapitalization of
the Savings Association Insurance Fund ("SAIF") which resulted in a return on
average total assets and return on average stockholders' equity of 1.54% and
19.48%. This compares to net income of $38.7 million, or $1.59 per share earned
in the comparable 1995 period. It is expected that deposit insurance costs will
be reduced, in the future, as a result of the SAIF recapitalization. Net income
excluding the SAIF charge in the nine month period ended September 30, 1996
would have been $49.8 million or $2.01 per share which would have resulted in a
return on average total assets and return on average stockholders' equity of
1.72% and 21.66%, respectively, as compared to 1.82% and 18.71%, respectively,
for the prior year period.
At September 30, 1996, North Fork had assets of $4.1 billion, deposits of
$3.2 billion and stockholders' equity of $314 million. The principal executive
offices of North Fork are located at 275 Broad Hollow Road, Melville, New York
11747 and its telephone number is (516) 844-1004.
For additional information about North Fork, reference is made to the 1995
Form 10-K which is incorporated herein by reference. See "AVAILABLE INFORMATION"
and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
4
<PAGE> 5
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
The following summary historical consolidated financial information
(unaudited) has been derived from, and should be read in conjunction with, the
historical financial statements of North Fork, including the related notes
thereto incorporated by reference in this Prospectus. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
NORTH FORK BANCORPORATION, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------------- --------------------------------------------------------------
1996(1) 1995 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY OF
OPERATIONS:
Interest income............ $ 216,248 $ 164,384 $ 226,398 $ 203,733 $ 191,630 $ 210,780 $ 225,855
Interest expense........... 85,564 60,346 85,162 71,227 73,169 105,714 136,464
---------- --------- --------- --------- --------- --------- ---------
Net interest income........ 130,684 104,038 141,236 132,506 118,461 105,066 89,391
---------- --------- --------- --------- --------- --------- ---------
Provision for loan
losses................... 4,500 6,000 9,000 3,275 10,300 23,775 66,625
Non-interest income........ 20,583 15,550 20,942 19,020 18,938 16,860 13,399
Net security
gains/(losses)........... 2,428 3,173 6,379 (9,211) 1,457 9,547 9,052
Other real estate
expense.................. 1,052 41 255 3,651 13,971 16,358 10,663
Merger and related
restructure charges...... -- -- -- 14,338 -- 1,200 --
Non-interest expense....... 65,132 49,843 68,588 74,453 71,962 72,104 62,663
SAIF recapitalization
charge(3)................ 8,350 -- -- -- -- -- --
---------- --------- --------- --------- --------- --------- ---------
Income/(loss) before income
taxes.................... 74,661 66,877 90,714 46,598 42,623 18,036 (28,109)
Provision/(benefit) for
income taxes............. 29,825 28,195 38,479 16,926 16,976 8,609 (164)
---------- --------- --------- --------- --------- --------- ---------
Net income/(loss).......... $ 44,836 $ 38,682 $ 52,235 $ 29,672 $ 25,647 $ 9,427 $ (27,945)
========== ========= ========= ========= ========= ========= =========
Weighted average common
shares outstanding(2).... 24,759 24,391 24,554 23,763 23,242 19,689 18,490
Common shares outstanding
at period end............ 24,144 24,807 24,843 23,047 22,446 20,171 19,086
CONSOLIDATED PER SHARE DATA:
Earnings/(loss)
per share(2)(3).......... $ 1.81 $ 1.59 $ 2.13 $ 1.25 $ 1.10 $ 0.48 $ (1.51)
Cash dividends declared.... $ 0.60 $ 0.40 $ .55 $ .35 -- -- $ .34
Dividend payout ratio...... 33% 25% 26% 28% -- -- --
Stated Book value at
period-end............... $ 12.99 $ 12.06 $ 12.47 $ 11.06 $ 10.08 $ 9.08 $ 8.71
Tangible Book value at
period-end............... $ 9.53 $ 10.98 $ 11.40 $ 10.10 $ 8.91 $ 7.70 $ 7.18
CONSOLIDATED BALANCE SHEET
DATA AT PERIOD END:
Securities Available-for-
Sale(4).................. $1,060,885 $ 463,081 $ 814,485 $ 141,805 $ 200,219 $ 338,841 $ 415,276
Securities
Held-to-Maturity......... 369,853 546,355 342,143 631,492 771,648 319,286 25,714
Loans, net of unearned
income and fees.......... 2,399,617 1,920,008 1,966,440 1,814,037 1,740,778 1,807,119 1,987,560
Allowance for loan
losses................... 48,912 51,222 50,210 50,069 56,556 69,583 63,722
Intangibles................ 83,458 26,896 26,633 22,208 26,239 27,834 29,450
Total assets............... 4,098,519 3,105,035 3,303,311 2,717,776 2,884,375 2,691,011 2,854,876
Deposits................... 3,238,369 2,504,119 2,535,460 2,342,887 2,348,545 2,387,368 2,503,661
Borrowings................. 474,807 185,938 401,369 70,000 268,643 41,200 27,366
Senior notes payable....... 25,000 25,000 25,000 25,000 20,000 40,000 40,000
Stockholders' equity....... $ 313,665 $ 299,192 $ 309,845 $ 254,923 $ 226,310 $ 183,147 $ 166,475
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
1996(1) 1995 1995 1994 1993 1992 1991
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED AVERAGE BALANCE
SHEET DATA:
Securities................. $1,389,526 $ 788,291 $ 857,302 $ 968,908 $ 869,792 $ 544,966 $ 450,831
Loans, net of unearned
income and fees.......... 2,207,681 1,873,141 1,893,654 1,773,088 1,735,122 1,906,438 1,884,440
Total assets............... 3,878,257 2,838,347 2,928,773 2,933,943 2,820,491 2,782,480 2,542,179
Deposits................... 2,515,422 2,056,765 2,464,776 2,363,965 2,363,652 2,467,494 2,172,622
Total borrowings........... 416,673 78,765 137,893 293,732 213,078 112,758 146,797
Stockholders' equity....... $ 307,402 $ 276,439 $ 283,024 $ 244,759 $ 210,345 $ 169,155 $ 191,749
SELECTED FINANCIAL RATIOS:
Return on Average Total
Assets(3)................ 1.54% 1.82% 1.78% 1.01% .91% .34% (1.10)%
Return on Average Total
Stockholders'
Equity(3)................ 19.48% 18.71% 18.46% 12.12% 12.19% 5.57% (14.57)%
Net Interest Margin........ 4.93% 5.26% 5.18% 4.81% 4.48% 4.03% 3.90%
Tier 1 Capital Ratio....... 10.13% 15.83% 15.50% 14.94% 12.06% 9.28% 7.30%
Risk Adjusted
Capital Ratio............ 11.39% 17.10% 16.77% 16.22% 13.34% 10.65% 8.84%
Leverage Ratio............. 5.86% 9.26% 8.86% 8.40% 6.88% 5.83% 4.85%
Allowance for Loan Losses
to Net Loans............. 2.04% 2.67% 2.55% 2.76% 3.25% 3.85% 3.21%
Allowance for Loan Losses/
Nonperforming Loans...... 240% 122% 154% 119% 96% 54% 44%
Net Charge-Offs to Average
Net Loans................ 0.54% 0.38% .49% .57% 1.34% .94% 2.88%
Nonperforming Assets to
Total Assets............. 0.53% 1.43% 1.13% 1.73% 2.43% 5.19% 5.76%
</TABLE>
- ---------------
(1) In March 1996, North Fork completed its purchase of the domestic commercial
banking business of Extebank, and the ten Long Island banking branches of
First Nationwide Bank. As a result of these acquisitions, North Fork added
approximately $200 million in net loans and $920 million in deposit
liabilities. The intangibles created in the aforementioned transactions
aggregated approximately $60 million.
(2) North Fork's historical earnings per share for the nine months ended
September 30, 1996 and 1995 and for the five years ended December 31, 1995,
were based on weighted average common shares outstanding as dilution from
potentially dilutive common stock equivalents was less than 3% for each
period.
(3) Net income for the nine months ended September 30, 1996, excluding the
nonrecurring SAIF recapitalizaton charge, would have been approximately
$49.8 million, or $2.01 per share. Return on average total assets and
return on average total stockholders' equity, excluding the nonrecurring
SAIF recapitalization charge, was 1.72% and 21.66%, respectively.
(4) Effective January 1, 1994, North Fork adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." The Statement requires that securities
available-for-sale be reported at fair value, with unrealized gains and
losses reflected as a separate component of stockholders' equity. Prior to
1994, these securities were included in the Held-for-Sale category and
carried at the lower of cost or market with unrealized losses or gains
included in net income.
6
<PAGE> 7
THE MERGER
GENERAL
On July 15, 1996, North Fork and North Side Savings Bank ("North Side")
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which North Side will merge with and into North Fork Bank (the "Merger"),
with North Fork Bank surviving the Merger as a wholly owned subsidiary of North
Fork. The Merger Agreement provides that upon consummation of the Merger, each
issued and outstanding share of common stock, par value $1.00 per share, of
North Side (the "North Side Common Stock"), except for shares held directly or
indirectly by North Side or North Fork (other than shares held by North Fork or
North Side in a fiduciary capacity or in respect of a debt previously
contracted) and shares of North Side Common Stock as to which the holder thereof
shall have exercised dissenter's rights, will be converted into and exchangeable
for 1.556 shares (the "Exchange Ratio") of Common Stock.
It is expected that the Merger will be accounted for as a pooling of
interests. See "-- Conditions to the Merger" below. The shares of Common Stock
being offered hereby will be reissued out of North Fork's treasury in order that
the Merger will not fail to qualify for pooling of interests accounting
treatment by virtue of the number of shares of Common Stock held by North Fork
in treasury.
OPERATIONS FOLLOWING THE MERGER
North Fork expects to achieve significant cost savings subsequent to the
Merger. The cost savings are expected to be derived from reductions in
personnel, elimination of one branch location located in a community in which
both North Fork and North Side branches are located, the integration of North
Side's data processing operations with those of North Fork, and the integration
of other facilities and back office operations. Further, because North Side will
be merged with and into North Fork Bank, the costs associated with operating as
a publicly held entity will also be eliminated. The aggregate annual pre-tax
cost savings are estimated to range between $8 million and $11 million.
Management of North Fork believes that realization of these cost savings will
occur by the end of the first quarter following consummation of the Merger.
There can be no assurance that all of the potential cost savings will be
realized or that they will be realized in the time frame currently estimated or
thereafter. Such realization will depend upon, among other things, the
regulatory and economic environment, business changes implemented by North Fork
management and other factors, certain of which are beyond the control of North
Fork. A summary and expected range of cost savings follows:
<TABLE>
<CAPTION>
EXPECTED RANGE OF
SAVINGS
-----------------
<S> <C>
($ in millions)
Compensation................................................. $4.5 to $ 6.0
Occupancy and Equipment...................................... $0.9 to $ 1.5
Other Operating Expense...................................... $2.6 to $ 3.5
-------------
Total Savings................................................ $8.0 to $11.0
</TABLE>
In addition, North Fork believes, based on its previous experience in
acquiring savings banks and branches of savings banks, that revenue enhancement
opportunities exist with the offering of commercial bank products to North
Side's customers and the communities North Side serves. These products include
but are not limited to a variety of demand deposit accounts, discount brokerage,
investment management and trust services, cash management, annuity and mutual
fund products and commercial and installment loans to small and midsize
businesses. Management of North Fork estimates that annual revenue enhancements
resulting from the Merger could approximate $11 million, on a pre-tax basis. The
amounts and realization of any additional revenues will depend upon a number of
factors including, but not limited to, competition, the economic environment and
regulatory requirements, which are all beyond the control of North Fork.
Based on the above-described estimated cost savings and revenue
enhancements which could be realized in connection with the Merger, North Fork
believes that the Merger will be accretive to earnings per share in 1997 by
approximately $.28 per share relative to consensus Wall Street analyst estimates
(made prior to
7
<PAGE> 8
announcement of the proposed Merger) as compiled by Zacks Investment Research, a
public supplier of such information, of $2.96 per share, exclusive of the
one-time merger and restructuring charge expected to be incurred in connection
with the Merger. The table below sets forth in more detail North Fork's
estimated 1997 earnings per share.
<TABLE>
<CAPTION>
AFTER TAX OUTSTANDING
EARNINGS* SHARES EPS
---------- ----------- -----
<S> <C> <C> <C>
(in thousands, except earnings per share amounts)
North Fork................................................... $ 72,100 24,314 $2.96
North Side................................................... $ 20,100 -- --
Pro Forma Combined........................................... $ 92,200 32,358 $2.85
Estimated Cost Savings....................................... $ 5,900
Pro Forma Combined with Cost Savings......................... $ 98,100 32,358 $3.03
Estimated Revenue Enhancements
Increase in Non-Interest Income.............................. $ 1,730 $0.05
Demand Deposit Generation.................................... $ 1,270 $0.04
Additional Margin for Loan Growth............................ $ 3,600 $0.12
(average of $300 million)
Pro Forma with Revenue Growth................................ $104,700 32,358 $3.24
</TABLE>
- ---------------
* Assumes an effective tax rate of 40%.
A nonrecurring merger and restructuring charge ranging from $13.3 million
to $16.7 million, net of tax, will be incurred upon consummation of the Merger.
For additional information concerning such charge, see the notes to the "PRO
FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
For additional factors that could cause actual results to differ materially
from the estimates described above, see the additional disclosure contained in
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." Additional information
concerning the Merger is contained in this Prospectus and included in documents
incorporated by reference herein. See "PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED)" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
CONDITIONS TO THE MERGER
Consummation of the Merger is subject to various conditions, including
receipt of the approvals of North Fork's and North Side's shareholders and all
necessary regulatory approvals and the expiration of any waiting periods in
respect thereof. On November 18, 1996, the shareholders of each of North Fork
and North Side approved the Merger. The Merger was approved by the New York
State Banking Department on December 3, 1996 and by the Federal Deposit
Insurance Corporation on December 13, 1996. Consummation of the Merger is also
subject to receipt of opinions of counsel regarding certain tax aspects of the
Merger, receipt of a letter from North Fork's independent auditors that the
Merger qualifies for pooling of interests accounting treatment and satisfaction
of other customary closing conditions. No assurance can be provided as to
whether all other conditions precedent to the Merger will be satisfied or waived
by the party permitted to do so. The sale of the shares offered hereby will
occur prior to the closing of the Merger and it is not a condition of such sale
that all of the conditions to the Merger shall have been satisfied or waived
prior to such sale. In the event that all of the conditions to the Merger are
not satisfied or waived, the Merger will not be completed.
8
<PAGE> 9
PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(UNAUDITED)
The following statements set forth certain selected condensed financial
information for North Fork and North Side on an unaudited pro forma combined
basis giving effect to the Merger as if the Merger had become effective on
September 30, 1996, in the case of the balance sheet information presented, and
as if the Merger had become effective at the beginning of the periods indicated,
in the case of the income statement information presented. The pro forma
information in the statements assumes that the Merger is accounted for using the
pooling of interests method of accounting. Financial information for the nine
months ended September 30, 1996 and 1995 combine North Fork and North Side with
North Side's interim results presented to coincide with the reporting period of
North Fork. These statements should be read in conjunction with, and are
qualified in their entirety by, the historical financial statements, including
the notes thereto, of North Fork and North Side incorporated by reference
herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
The pro forma condensed combined financial statements do not give effect to
the anticipated cost savings and revenue enhancement opportunities that could
result from the Merger (see "THE MERGER -- Operations Following the Merger"),
and do not purport to be indicative of the combined financial position or
results of operations of future periods or indicative of the results that would
have occurred had the Merger been consummated on September 30, 1996 or at the
beginning of the periods indicated.
9
<PAGE> 10
NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK
PRO FORMA CONDENSED COMBINED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
PRO FORMA NORTH FORK
NORTH FORK NORTH SIDE ADJUSTMENTS PRO FORMA
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
ASSETS
Cash and Due from Banks........................ $ 125,803 $ 12,778 $ 138,581
Money Market Investments....................... -- 17,142 17,142
Securities:
Available-for-Sale........................... 1,060,885 347,374 7,826 (2)(3) 1,416,085
Held-to-Maturity............................. 369,853 660,867 1,030,720
---------- ---------- -------- ----------
Total Securities............................. 1,430,738 1,008,241 7,826 2,446,805
---------- ---------- -------- ----------
Loans, net of Unearned Income and Fees......... 2,399,617 569,230 2,968,847
Allowance for Loan Losses.................... 48,912 5,786 54,698
---------- ---------- -------- ----------
Net Loans.................................... 2,350,705 563,444 -- 2,914,149
---------- ---------- -------- ----------
Premises and Equipment, Net.................... 53,417 14,528 67,945
Intangibles.................................... 83,458 1,079 84,537
Other Real Estate.............................. 1,346 2,405 3,751
Other Assets................................... 53,052 19,465 6,824 (2)(5)(6) 79,341
---------- ---------- -------- ----------
Total Assets......................... $4,098,519 $1,639,082 $ 14,650 $5,752,251
========== ========== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-Interest Bearing Deposits.................. $ 644,710 $ 40,459 $ 685,169
Interest Bearing Deposits...................... 2,593,659 1,171,774 3,765,433
---------- ---------- -------- ----------
Total Deposits............................... 3,238,369 1,212,233 -- 4,450,602
---------- ---------- -------- ----------
Other Borrowings............................... 474,807 286,000 760,807
Senior Note Payable............................ 25,000 -- 25,000
Accrued Expenses and Other Liabilities......... 46,678 13,319 22,000 (5) 81,997
---------- ---------- -------- ----------
Total Liabilities.................... 3,784,854 1,511,552 22,000 5,318,406
---------- ---------- -------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock................................ -- -- --
Common Stock................................... 62,621 4,854 13,089 (2) 80,564
Additional Paid in Capital..................... 105,198 87,914 (16,793)(2)(3) 176,319
Retained Earnings.............................. 175,001 37,136 (16,960)(5)(6) 195,177
Unrealized Losses on Securities
Available-for-Sale, net of taxes............. (5,333) (1,941) (1,791)(2) (9,065)
Deferred Compensation.......................... (1,702) (433) 433 (6) (1,702)
Treasury Stock................................. (22,120) -- 14,672 (3) (7,448)
---------- ---------- -------- ----------
Total Stockholders' Equity........... 313,665 127,530 (7,350) 433,845
---------- ---------- -------- ----------
Total Liabilities and Stockholders'
Equity............................. $4,098,519 $1,639,082 $ 14,650 $5,752,251
========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK PRO FORMA
---------- ----------
<S> <C> <C>
SELECTED CAPITAL RATIOS
Tier 1 Capital Ratio........................... 10.13% 11.67%
Risk Adjusted Capital Ratio.................... 11.39% 12.82%
Leverage Ratio................................. 5.86% 6.28%
</TABLE>
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
10
<PAGE> 11
NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK(7) NORTH SIDE(1) PRO FORMA
-------------- ------------- ----------
<S> <C> <C> <C>
Interest Income............................................... $216,248 $ 83,642 $299,890
Interest Expense.............................................. 85,564 45,195 130,759
-------- ------- --------
Net Interest Income......................................... 130,684 38,447 169,131
Provision for Loan Losses..................................... 4,500 600 5,100
-------- ------- --------
Net Interest Income after Provision for Loan Losses......... 126,184 37,847 164,031
Non-Interest Income........................................... 20,583 1,610 22,193
Net Security Gains............................................ 2,428 540 2,968
Other Real Estate Expense..................................... 1,052 (177) 875
Non-Interest Expense.......................................... 65,132 16,865 81,997
SAIF Recapitalization Charge(8)............................... 8,350 -- 8,350
-------- ------- --------
Income before Income Taxes.................................. 74,661 23,309 97,970
Provision for Income Taxes.................................... 29,825 9,792 39,617
-------- ------- --------
Net Income(8)............................................... $ 44,836 $ 13,517 $ 58,353
======== ======= ========
Pro Forma Weighted Average Shares Outstanding(4).............. 24,759 5,001 32,541
Earnings Per Share(8)......................................... $1.81 $2.70 $1.79
</TABLE>
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995 FOR NORTH FORK AND SEPTEMBER 30, 1995 FOR
NORTH SIDE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK(7) NORTH SIDE PRO FORMA
-------------- ------------- ----------
<S> <C> <C> <C>
Interest Income............................................... $226,398 $ 105,775 $332,173
Interest Expense.............................................. 85,162 55,230 140,392
-------- -------- --------
Net Interest Income......................................... 141,236 50,545 191,781
Provision for Loan Losses..................................... 9,000 2,825 11,825
-------- -------- --------
Net Interest Income after Provision for Loan Losses......... 132,236 47,720 179,956
Non-Interest Income........................................... 20,942 2,461 23,403
Net Security Gains............................................ 6,379 355 6,734
Other Real Estate Expense..................................... 255 1,000 1,255
Non-Interest Expense.......................................... 68,588 23,058 91,646
-------- -------- --------
Income before Income Taxes.................................. 90,714 26,478 117,192
Provision for Income Taxes.................................... 38,479 11,371 49,850
-------- -------- --------
Net Income.................................................. $ 52,235 $ 15,107 $ 67,342
======== ======== ========
Pro Forma Weighted Average Shares Outstanding(4).............. 24,554 4,785 31,999
Earnings Per Share............................................ $2.13 $3.15 $2.10
</TABLE>
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
11
<PAGE> 12
NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1994 FOR NORTH FORK AND SEPTEMBER 30, 1994 FOR
NORTH SIDE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK NORTH SIDE PRO FORMA
-------------- ------------- ----------
<S> <C> <C> <C>
Interest Income............................................... $203,733 $ 90,931 $294,664
Interest Expense.............................................. 71,227 41,349 112,576
------- ------ -------
Net Interest Income......................................... 132,506 49,582 182,088
Provision for Loan Losses..................................... 3,275 3,550 6,825
------- ------ -------
Net Interest Income after Provision for Loan Losses......... 129,231 46,032 175,263
Non-Interest Income........................................... 19,020 2,928 21,948
Net Security Losses........................................... (9,211) -- (9,211)
Other Real Estate Expense..................................... 3,651 1,278 4,929
Merger and Related Restructure Charges........................ 14,338 -- 14,338
Non-Interest Expense.......................................... 74,453 24,739 99,192
------- ------ -------
Income before Income Taxes.................................. 46,598 22,943 69,541
Provision for Income Taxes.................................... 16,926 9,576 26,502
------- ------ -------
Net Income.................................................. $ 29,672 $ 13,367 $ 43,039
======= ====== =======
Pro Forma Weighted Average Shares Outstanding(4).............. 23,763 4,751 31,156
Earnings Per Share............................................ $1.25 $2.82 $1.38
</TABLE>
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1993 FOR NORTH FORK AND SEPTEMBER 30, 1993 FOR
NORTH SIDE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
NORTH FORK
NORTH FORK NORTH SIDE PRO FORMA
-------------- ------------- ----------
<S> <C> <C> <C>
Interest Income............................................... $191,630 $ 97,415 $289,045
Interest Expense.............................................. 73,169 43,984 117,153
------- ------ -------
Net Interest Income......................................... 118,461 53,431 171,892
Provision for Loan Losses..................................... 10,300 16,308 26,608
------- ------ -------
Net Interest Income after Provision for Loan Losses......... 108,161 37,123 145,284
Non-Interest Income........................................... 18,938 2,930 21,868
Net Security Gains/(Losses)................................... 1,457 (136) 1,321
Other Real Estate Expense..................................... 13,971 11,275 25,246
Net Loss on Disposition of Assets............................. -- 11,063 11,063
Non-Interest Expense.......................................... 71,962 37,320 109,282
------- ------ -------
Income/(Loss) before Income Taxes........................... 42,623 (19,741) 22,882
Provision/(Benefit) for Income Taxes.......................... 16,976 (3,961) 13,015
------- ------ -------
Income/(Loss) before Cumulative Effect of Accounting
Changes.................................................. 25,647 (15,780) 9,867
------- ------ -------
Pro Forma Weighted Average Shares Outstanding(4).............. 23,242 4,705 30,563
Earnings/(Loss) Per Share before Cumulative Effect of
Accounting Changes.......................................... $1.10 $(3.35) $0.32
</TABLE>
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
12
<PAGE> 13
NORTH FORK BANCORPORATION, INC. AND
NORTH SIDE SAVINGS BANK
NOTES TO PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (UNAUDITED)
(1) The pro forma financial information presented has been prepared in
conformity with generally accepted accounting principles and prevailing
practices within the financial services industry. Under generally accepted
accounting principals ("GAAP") the assets and liabilities of North Side will
be combined with those of North Fork at book value. In addition, the
statements of income for North Side will be combined with North Fork as of
the earliest period presented. Certain reclassifications have been included
in the pro forma financial statements to conform to North Fork's
presentation. North Fork utilizes a fiscal year which ends on December 31
for reporting purposes, whereas North Side uses a fiscal year which ends on
September 30 for such purposes. The unaudited condensed combined statements
of income for 1995, 1994, and 1993 combine North Fork and North Side at
their respective year-end periods. The unaudited condensed combined
statement of income for the nine-month periods ended September 30, 1996 and
1995 include North Side for the nine months then ended to conform with the
reporting periods of North Fork. Summary unaudited operating results for
North Side in the three-months ended December 31, 1995 and 1994, have not
been included in the unaudited pro forma condensed combined financial
statements and are presented in the following table.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-------------------
1995 1994
------- -------
(UNAUDITED)
<S> <C> <C>
Interest Income........................................ $27,600 $25,234
Interest Expense....................................... 15,105 12,366
Net interest income.................................... 12,495 12,868
Net income............................................. 5,834 3,594
Earnings per share..................................... $ 1.22 $ .75
</TABLE>
(2) Pro forma adjustments to common stock and additional paid-in capital, at
September 30, 1996, reflect the Merger accounted for as a
pooling-of-interests, through: the exchange of 7,177,350 shares of Common
Stock at September 30, 1996 (using the Exchange Ratio of 1.556) for
4,612,693 actual outstanding shares of North Side (which excludes 241,000
shares of North Side Common Stock held by North Fork at an average per share
cost of $35.21 as of such date, which are assumed to be retired at cost for
combining purposes).
(3) Pro forma adjustments to common stock, additional paid-in-capital and
securities available-for-sale reflect the reissuance of 600,000 shares of
Common Stock held in treasury by North Fork, with an average cost basis of
$24.45, at $32.42 per share (which represents the estimated net proceeds per
share of Common Stock in the offering based on an offering price of $33.88).
See "MARKET PRICES AND DIVIDEND INFORMATION." The transaction proceeds are
assumed to be reinvested in securities available-for-sale.
(4) The pro forma weighted average shares outstanding for nine months ended
September 30, 1996, and for each of the combined three-year periods,
reflects the Exchange Ratio of 1.556 shares of Common Stock for each share
of North Side Common Stock.
13
<PAGE> 14
(5) The pro forma condensed combined balance sheet reflects a nonrecurring
merger and restructuring charge of approximately $16.7 million, net of
taxes, which will be recognized upon consummation of the transaction. Such
charge will reduce earnings per share for the period in which such charge is
recognized by approximately $.51 per share (based on pro forma weighted
average shares outstanding of 32,540,469 on September 30, 1996). A summary
of the estimated merger and restructuring charges follows:
<TABLE>
<CAPTION>
TYPE OF COST
----------------------------------------------------------- EXPECTED RANGE
OF COSTS
-------------------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Merger Expense............................................. $ 4.0 to $ 5.0
Restructuring Charge:
Severance and Other Employee Expense....................... 6.0 to 8.0
Facility and System Costs.................................. 5.0 to 6.0
Credit Cost and Other...................................... 2.0 to 3.0
-------------------
Total pre-tax Merger and Restructuring Charge.............. 17.0 to 22.0
Less: Tax Effect........................................... 3.9 to 5.3
-------------------
Total after-tax Merger and Restructuring Charge............ $13.1 to $16.7
===================
</TABLE>
The effect of the proposed charge has been reflected in the pro forma
condensed combined balance sheet as of September 30, 1996; however, since
this charge is nonrecurring, it has not been reflected in the pro forma
combined statements of income. Although no assurance can be given, North
Fork expects that cost savings will be achieved at an annual rate of $8.0 to
$11.0 million, on a pre-tax basis, by the end of the first quarter of 1997
as a result of steps to be taken to integrate their operations and to
achieve efficiencies in certain combined lines of business. These
anticipated merger cost savings were determined based upon preliminary
estimates provided by the management of both North Fork and North Side.
Refinements to the foregoing estimates may occur as the merger and
integration task force formed by North Fork and North Side complete their
work. The pro forma financial information does not give effect to these
expected cost savings, nor does it include any estimates of revenue
enhancements that could be realized with the Merger. See "THE
MERGER -- Operations Following the Merger."
(6) The pro forma condensed combined balance sheet reflects the elimination of
the unearned portion of North Side's incentive compensation plan.
(7) In March 1996, North Fork completed its purchases of the domestic commercial
banking business of Extebank and the ten Long Island banking branches of
First Nationwide Bank. As a result of these acquisitions, North Fork added
approximately $200 million in net loans and $920 million in deposit
liabilities. The intangibles created in the aforementioned transactions
aggregated approximately $60 million. The results of operations from these
purchases are included in the historical statements of operations of North
Fork for all periods subsequent to the respective acquisition dates. The net
income and earnings per share assuming these acquisitions occurred on
January 1, 1995 would not be materially different from the amounts reflected
herein. Reference is made to North Fork's Current Report on Form 8-K dated
March 15, 1996 (as amended by a Form 8-K/A) and Form 10-Q for the Quarter
ended September 30, 1996, previously filed with the SEC and incorporated by
reference in this Prospectus that contain additional information regarding
these transactions.
(8) North Fork's net income and pro forma net income for the nine months ended
September 30, 1996, excluding the nonrecurring SAIF recapitalization charge,
would have been approximately $49.8 million, or $2.01 per share, and $63.4
million, or $1.95 per share, respectively.
(9) North Fork is currently reviewing the investment securities portfolios of
North Side to determine the classification of such securities as either
available-for-sale or held-to-maturity in connection with North Fork's
existing interest-rate risk position. As a result of this review, certain
reclassifications of North Side's investment securities may result. No
adjustments have been made to either the available-for-sale or the
held-to-maturity portfolios in the accompanying pro forma combined balance
sheet to reflect any
14
<PAGE> 15
such reclassification as management has not made a final determination with
respect to such matters. Any such reclassification will be accounted for in
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," which
requires that securities transferred from held-to-maturity to
available-for-sale be transferred at fair value with any unrealized gain or
loss, net of taxes, at the date of transfer recognized as a separate
component of stockholders' equity.
15
<PAGE> 16
USE OF PROCEEDS
North Fork will use the net proceeds from the sale of the Common Stock
offered hereby (which is estimated to be approximately $19,452,000, based on an
offering price of $33.88 per share) for general corporate purposes, which may
include investments in, or extensions of credit to, its subsidiaries. Pending
such use, the net proceeds may be temporarily invested in equity securities and
short-term income-producing securities. The precise amounts and timing of the
application of proceeds will depend upon the funding requirements of North Fork
and its subsidiaries and the availability of other funds.
MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock is listed on the NYSE under the symbol "NFB". The
following table sets forth, for the calendar periods indicated, the high and low
sale prices per share for the Common Stock as reported on the NYSE and the
quarterly cash dividends declared by North Fork, for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
------ ------ ---------
<S> <C> <C> <C>
1994
Quarter ended March 31................................ $15.13 $12.75 $.075
Quarter ended June 30................................. 15.88 13.25 .075
Quarter ended September 30............................ 16.63 13.50 .100
Quarter ended December 31............................. 16.00 13.50 .100
1995
Quarter ended March 31................................ $16.50 $13.63 $.125
Quarter ended June 30................................. 18.38 16.00 .125
Quarter ended September 30............................ 20.75 17.75 .150
Quarter ended December 31............................. 25.25 20.75 .150
1996
Quarter ended March 31................................ $25.88 $23.25 $.200
Quarter ended June 30................................. 26.13 22.88 .200
Quarter ended September 30............................ 32.00 26.13 .200
Fourth Quarter (through December 17, 1996)............ 34.75 30.88 --
</TABLE>
A recently reported sale price of the Common Stock is set forth on the
cover page of this Prospectus.
16
<PAGE> 17
CAPITALIZATION
The following table sets forth the consolidated capitalization of North
Fork at September 30, 1996, and as adjusted to give effect to this offering and
the Merger, based on an offering price of $33.88 per share and the other
assumptions set forth in the notes to the "PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (UNAUDITED)." This table is based on, and is qualified in
its entirety by, the historical consolidated financial statements of North Fork
and North Side, including the related notes thereto, which are included in
documents incorporated by reference herein, and should be read in conjunction
therewith.
<TABLE>
<CAPTION>
AS ADJUSTED
HISTORICAL FOR THE OFFERING
NORTH FORK AND THE MERGER
---------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Senior Note Payable........................................ $ 25,000 $ 25,000
Long-term Advances......................................... 10,000 170,000
-------- --------
Total Long Term Borrowings....................... 35,000 195,000
======== ========
Shareholders' equity:
Preferred stock, $1.00 par value; authorized 10,000,000
shares, none issued................................... -- --
Common stock, $2.50 par value, authorized 50,000,000
shares; issued 25,048,374 shares (32,225,724 as
adjusted)............................................. 62,621 80,564
Additional paid in capital................................. 105,198 176,319
Retained earnings.......................................... 175,001 195,177
Unrealized Losses on Securities
Available-for-Sale, net of taxes......................... (5,333) (9,065)
Deferred Compensation...................................... (1,702) (1,702)
Treasury Stock at cost; 904,622 shares
(304,622 shares as adjusted)............................. (22,120) (7,448)
-------- --------
Total Stockholders' Equity....................... $313,665 $433,845
======== ========
</TABLE>
For additional information relating to the pro forma adjustments contained
herein. See the notes accompanying the "PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED)."
UNDERWRITING
Subject to the terms and conditions of an Underwriting Agreement among
North Fork and Keefe, Bruyette & Woods, Inc. (the "Underwriter" or "KBW"), the
Underwriter has agreed to purchase from North Fork all of the shares of Common
Stock offered hereby.
Pursuant to the terms of the Underwriting Agreement, the Underwriter will
acquire the shares from North Fork at the public offering price set forth on the
cover page hereof less the underwriting discounts and commissions set forth on
the cover page. The Underwriter has advised the Company that it proposes
initially to offer the shares to the public at the initial price set forth on
the cover page hereof, and to certain dealers at the public offering price less
a dealers' concession not in excess of $.63 per share. The Underwriter may
allow, and such dealers may, reallow, a discount not in excess of $.15 per share
to other dealers. After the initial public offering, the public offering price
and other terms may be varied by the Underwriter.
The nature of the obligations of the Underwriter is such that if any of the
shares offered hereby are purchased, all of such shares must be purchased.
North Fork has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the Underwriter may be required to make in respect
thereof.
17
<PAGE> 18
In connection with the Merger, KBW rendered an opinion to the North Fork
Board dated October 4, 1996 that, as of the date of such opinion, the
consideration to be paid by North Fork to North Side's shareholders pursuant to
the Merger Agreement was fair, from a financial point of view, to North Fork's
shareholders. Pursuant to the terms of KBW's engagement, North Fork has agreed
to pay a financial advisory fee to KBW for its services in connection with the
Merger. Specifically, North Fork has agreed to pay KBW (a) an initial fee of
$25,000 following execution of the engagement letter, (b) a fee of $100,000 upon
the mailing of the Joint Proxy Statement/Prospectus, and (c) a contingent fee of
$125,000 upon the closing of the Merger. North Fork has also agreed to reimburse
KBW for its reasonable out-of-pocket expenses, including the fees and expenses
of legal counsel and any other advisor retained by KBW. North Fork has also
agreed to indemnify KBW, its affiliates, and their respective partners,
directors, officers, agents, consultants, employees and controlling persons
against certain liabilities, including liabilities under the Federal securities
laws.
LEGAL MATTERS
The validity of the shares of North Fork Common Stock being offered hereby,
as well as certain other matters, will be passed upon for North Fork by Skadden,
Arps, Slate, Meagher & Flom LLP. Certain legal matters will be passed upon for
the Underwriter by Brown & Wood LLP.
EXPERTS
The consolidated financial statements of North Fork Bancorporation, Inc.
and subsidiaries as of December 31, 1995 and 1994 and for each of the years in
the three year period ended December 31, 1995, included in North Fork's 1995
Form 10-K incorporated by reference into this Prospectus, have been incorporated
by reference herein and in the Registration Statement of which this Prospectus
is a part in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, included in North Fork's 1995 Form 10-K and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of North Side Savings Bank and
subsidiaries as of September 30, 1995 and 1994 and for each of the years in the
three-year period ended September 30, 1995, included in North Fork's Current
Report on Form 8-K dated September 12, 1996 incorporated by reference into this
Prospectus have been incorporated by reference herein and in the Registration
Statement of which the Prospectus is a part in reliance upon the report of KPMG
Peat Marwick LLP, independent auditors, included in North Fork's Current Report
on Form 8-K dated September 12, 1996 and incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
18
<PAGE> 19
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NORTH FORK OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NORTH FORK SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 3
North Fork............................ 4
Selected Historical Financial
Information
(Unaudited)......................... 5
The Merger............................ 7
Pro Forma Condensed Combined Financial
Statements (Unaudited).............. 9
Use of Proceeds....................... 16
Market Prices and Dividend
Information......................... 16
Capitalization........................ 17
Underwriting.......................... 17
Legal Matters......................... 18
Experts............................... 18
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
DECEMBER 17, 1996
600,000 SHARES
NORTH FORK
BANCORPORATION, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
KEEFE, BRUYETTE & WOODS, INC.
------------------------------------------------------
------------------------------------------------------
