SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
October 10, 1996
Date of Report (Date of Earliest Event Reported)
NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-1280 36-315468
- ------------------------------- ------------------ -------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
275 Broad Hollow Road
Melville, New York
(Address of Principal Executive Offices)
11747
(Zip Code)
(516) 298-5000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release of North Fork Bancorporation,
Inc., dated October 10, 1996.
99.2 Press Release of North Side Savings Bank,
dated October 21, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NORTH FORK
BANCORPORATION, INC.
By:/s/ Daniel M Healy
Name: Daniel M. Healy
Title: Executive Vice President
and Chief Financial Officer
Date: October 25, 1996
Exhibit 99.1
NORTH FORK BANCORP
275 Broad Hollow Rd., Melville, NY 11747 (516) 844-1004 FAX (516) 694-1536
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: Daniel M. Healy
Executive Vice President &
Chief Financial Officer
NORTH FORK BANCORP ANNOUNCES
NET INCOME FOR 1996 THIRD QUARTER
MELVILLE, N.Y. - OCTOBER 10, 1996 - NORTH FORK
BANCORPORATION, INC. (NYSE: NFB) reported net income of $13.3 million, or
$.54 per share for the quarter ended September 30, 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"). This compares to net income of $15 million, or $.60 per
share in 1995. Net income for the nine months ended September 30, 1996 was
$44.8 million or $1.81 per share as compared to $38.7 million or $1.59 per
share for 1995. North Fork holds approximately $1.5 billion of SAIF
insured deposits arising from the assumption of deposits from its previous
thrift acquisitions. It is anticipated that North Fork will benefit from
reduced deposit insurance costs in 1997 caused by the recapitalization.
Net income and income per share for the three and nine month
periods in 1996, excluding the nonrecurring SAIF charge, would have been
$18.3 million, or $.75 per share, and $49.8 million, or $2.01 per share,
respectively. The return on average total assets and stockholders' equity,
excluding the SAIF charge, for the nine month period ended September 30,
1996 was 1.72% and 21.66%, respectively, as compared to 1.82% and 18.71%
for the nine month period in 1995. The return on average total assets and
stockholders' equity for the most recent quarter, excluding the charge, was
1.77% and 23.95%, respectively.
Net interest income increased to $46.6 million and $130.7
million for the three and nine month periods ended September 30, 1996,
respectively, compared to $35.6 million and $104 million in the comparable
periods of the preceding year. The net interest margin was 4.98% and 4.93%
for the three and nine month periods ended September 30, 1996,
respectively, compared to 5.18% and 5.26% for 1995. Demand deposits, a key
component of the Company's funding sources, increased $240.7 million or
59.6% to $644.7 million, representing 19.9% of total deposits, at September
30, 1996 when compared with $404.0 million, or 16.1% of total deposits at
September 30, 1995.
The Company's core efficiency ratio for the three and nine
month periods in 1996 approximated 42%. In March 1996, North Fork
consummated the acquisitions of the Long Island Branches of First
Nationwide Bank and the domestic commercial banking business of Extebank
adding approximately $1 billion in deposits. In July 1996, North Fork
announced the proposed acquisition of North Side Savings Bank. North Side,
with $1.7 billion in assets and $1.2 billion in deposits, operates through
17 branch locations throughout the New York metropolitan area. The
transaction is expected to close by year end 1996. "We expect to have
positive results from this acquisition through revenue enhancements and
operating efficiencies similar to those experienced in previous
acquisitions," stated John Adam Kanas, Chairman, President and Chief
Executive Officer.
Loans, net of unearned income, increased $480 million, or
25%, to $2.4 billion at September 30, 1996, when compared to $1.92 billion
at September 30, 1995. On September 26, 1996, the Company sold for cash
approximately $16 million in non-performing assets including $12 million in
loans and $4 million in other real estate. As a result, the reserve for
loan loss coverage to non-performing loans improved to 240%. Further,
non-performing loans to net loans and non-performing assets to total assets
was reduced to approximately .9% and .5%, respectively. "This transaction
substantially reduced the Company's non-performing assets, increased our
reserve coverage and enabled us to eliminate the associated carrying costs
of these troubled assets," stated John Adam Kanas.
On September 24, 1996, the Company declared its quarterly
cash dividend of $.20 per share, payable November 15, 1996 to shareholders
of record at the close of business on October 24, 1996.
North Fork Bancorporation, Inc. with total assets of $4.1
billion, deposits of $3.2 billion and stockholders' equity of $313.7
million, or $12.99 book value per share, is the holding company of North
Fork Bank operating 65 branches in the New York metropolitan area.
<TABLE>
<CAPTION>
North Fork Bancorporation, Inc.
(NYSE: NFB)
(In thousands, except ratios and per share amounts)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
INCOME STATEMENT HIGHLIGHTS 1996 1995 1996 1995
- --------------------------- -------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income $ 76,804 $ 57,312 $216,248 $164,384
Interest Expense 30,186 21,681 85,564 60,346
-------- -------- -------- --------
Net Interest Income 46,618 35,631 130,684 104,038
Provision for Loan Losses 1,500 2,000 4,500 6,000
-------- -------- -------- --------
Net Interest Income after
Provision for Loan Losses 45,118 33,631 126,184 98,038
-------- -------- -------- --------
Non-Interest Income:
Fees and Service Charges on Deposit
Accounts 4,057 2,720 11,302 8,093
Investment Management and Trust Fees 1,423 921 4,246 2,605
Mortgage Banking Operations 493 673 1,636 1,944
Other Operating Income 1,174 928 3,399 2,908
Net Securities Gains 1,432 3,025 2,428 3,173
-------- -------- -------- --------
Total Non-Interest Income 8,579 8,267 23,011 18,723
-------- -------- -------- --------
Non-Interest Expense:
Operating Expenses 21,665 15,649 60,884 48,643
Intangible Amortization 1,881 466 4,248 1,200
Other Real Estate 119 (269) 1,052 41
SAIF Recapitalization Charge 8,350 -- 8,350 --
-------- -------- -------- --------
Total Non-Interest Expense 32,015 15,846 74,534 49,884
-------- -------- -------- --------
Income Before Income Taxes 21,682 26,052 74,661 66,877
Provision for Income Taxes 8,407 11,100 29,825 28,195
-------- -------- -------- --------
Net Income $ 13,275 $ 14,952 $ 44,836 $ 38,682
======== ======== ======== ========
Net Income per Share $ 0.54 $ 0.60 $ 1.81 $ 1.59
Net Income Per Share excluding SAIF charge1 $ 0.75 $ 0.60 $ 2.01 $ 1.59
Dividends per Share $ 0.20 $ 0.15 $ 0.60 $ 0.40
Average Equivalent Shares Outstanding 24,398 24,901 24,759 24,391
Return on Average Total Assets(1) 1.77% 2.01% 1.72% 1.82%
Return on Average Stockholders' Equity(1) 23.95% 20.43% 21.66% 18.71%
Yield on Interest Earning Assets2 8.11% 8.29% 8.09% 8.28%
Cost of Funds 3.87% 3.94% 3.90% 3.78%
Net Interest Margin(2) 4.98% 5.18% 4.93% 5.26%
Core Efficiency Ratio3 42.80% 39.00% 42.30% 41.17%
<FN>
- --------
1 Excludes the effect of the nonrecurring SAIF recapitalization charge.
The actual return on average total assets was 1.29% and 1.54%, and
the return on average stockholders' equity was 17.39% and 19.48%,
for the three and nine months ended September 30, 1996, respectively.
2 Presented on a taxable equivalent basis.
3 The core efficiency ratio is defined as the ratio of non-interest
expense, net of other real estate related costs and other non-
recurring charges, to net interest income on a taxable equivalent basis
and other non-interest income net of securities gains.
</TABLE>
<TABLE>
<CAPTION>
North Fork Bancorporation, Inc.
(NYSE: NFB)
(In thousands, except ratios and per share amounts)
BALANCE SHEET HIGHLIGHTS (*) September 31, June 30, December 31, September 30,
- ---------------------------- 1996 1996 1995 1995
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Loans, net of unearned income and fees 2,399,617 $2,300,578 $1,966,440 $1,920,008
Allowance for Loan Losses 48,912 50,384 50,210 51,222
Securities Available-for-Sale 1,060,885 1,121,843 814,485 463,081
Securities Held-to-Maturity 369,853 377,883 342,143 546,355
Intangibles 83,458 84,755 26,633 26,896
Total Assets 4,098,519 4,138,261 3,303,311 3,105,035
Deposits - Demand 644,710 657,516 451,802 404,002
Deposits - Other 2,593,659 2,598,714 2,083,658 2,100,117
Borrowed Funds 499,807 532,739 426,369 210,938
Stockholders' Equity 313,665 299,688 309,845 299,192
Book Value Per Share $12.99 $12.43 $12.47 $12.06
SELECTED FINANCIAL HIGHLIGHTS (*)
CAPITAL
Risk Based Capital
Tier 1 10.13% 9.93% 15.50% 15.83%
Total 11.39% 11.19% 16.77% 17.10%
Leverage Ratio 5.86% 5.73% 8.86% 9.26%
Actual Shares Outstanding 24,144 24,118 24,843 24,807
ASSET QUALITY
Loans past due 90 days or more and still accruing $3,169 $2,265 $1,088 $2,447
Non-Accrual Loans 17,246 24,943 31,506 39,599
------ ------ ------ ------
Total Non-Performing Loans 20,415 27,208 32,594 42,046
Other Real Estate 1,346 6,519 4,805 2,500
----- ----- ----- -----
Total Non-Performing Assets $21,761 $33,727 $37,399 44,546
======= ======= ======= ======
Restructured, Accruing Loans $13,783 $14,367 $31,875 $33,416
Allowance for loan losses to non-performing loans 240% 185% 154% 122%
Allowance for loan losses to total loans, net of
unearned income and fees 2.04% 2.19% 2.55% 2.67%
<FN>
- -----------------------------
(*) Includes the acquisitions of Extebank and First Nationwide Branches in March 1996.
</TABLE>
- -----------------------------------------------------------------------------
NORTH SIDE NEWS RELEASE
SAVINGS BANK
- ----------------------------------------------------------------------------
170 TULIP AVENUE . FLORAL PARK, NEW YORK 11001 . TELEPHONE (516) 488-6900
NORTH SIDE SAVINGS BANK
REPORTS INCREASED FOURTH QUARTER AND FULL YEAR EARNINGS
North Side Savings Bank, (NASDAQ: NSBK), Floral Park, New York, October 21,
1996 - North Side Savings Bank announced today earnings for the fourth
quarter ended September 30, 1996 of $4.5 million, an increase of 13%,
compared to $4.0 million for the quarter ended September 30, 1995. Earnings
per share for the quarter ended September 30, 1996 was $0.90 compared to
$0.80 for the same quarter in the prior year. For the fiscal year ended
September 30, 1996, earnings increased 28% to $19.4 million, or $3.85 per
share, up from $15.1 million, or $3.06 per share, for the fiscal year ended
September 30, 1995. The Bank previously announced that a regular quarterly
dividend of $.25 per common share will be paid on November 15, 1996 to
shareholders of record at the close of business on October 24, 1996.
FOURTH QUARTER EARNINGS SUMMARY
The $.5 million increase in earnings for the fourth quarter of
fiscal 1996 compared to the fourth quarter of fiscal 1995 was due primarily
to a $.7 million increase in net interest income, a $.2 million reduction
in the provision for loan losses and a $.4 million improvement in net gain
on sales of OREO. These improvements were partially offset by increases of
$.5 million in other operating expenses and $.4 million in the provision
for income taxes.
Net interest income before provision for possible loan losses
increased $.7 million to $13.2 million for the fourth quarter of fiscal
1996 compared to the fourth quarter of fiscal 1995. The increase was
primarily the result of an increase in the interest rate spread from 3.03%
for the quarter ended September 30, 1995 to 3.06% for the quarter ended
September 30, 1996. The ratio of average interest-earning assets to average
interest-bearing liabilities also increased from 1.06% at September 30,
1995 to 1.07% at September 30, 1996. The Bank's net interest margin was
3.26% for the quarter ended September 30, 1996 compared to 3.20% for the
same quarter in the prior year.
The increase in earnings was also supported by a $.2 million
reduction in the provision for loan losses for the quarter ended September
30, 1996. The reduced provision generally was the result of the significant
decrease in the ratio of non-performing loans to total loans of .77% at
September 30, 1996 compared to 1.13% at September 30, 1995 and management's
assessment that the credit quality of the Bank's loan portfolio remains at
a high level.
The Bank reported a $.4 million improvement in net gain on sales of
OREO for the fourth quarter of fiscal 1996 compared to the fourth quarter
of fiscal 1995. A net loss of $.4 million on sales of OREO was reported in
the fourth quarter of fiscal 1995, which loss was primarily attributable to
the sale of one OREO property.
The increase in fourth quarter fiscal 1996 earnings was partially
offset by an increase in other expenses of $.5 million in the fourth
quarter of fiscal 1996 compared to the fourth quarter of fiscal 1995. This
increase was primarily the result of increased legal and other professional
fees. The Bank continues its effort to maintain strong control over
operating expenses as evidenced by the Bank's efficiency ratio of 41.96%
for the quarter ended September 30, 1996.
The increase in the provision for income tax expense of $.4 million
is primarily due to a $.9 million increase in income before provision for
income taxes to $7.8 million for the fourth quarter of fiscal 1996.
FISCAL YEAR END EARNINGS SUMMARY
North Side's earnings increased $4.2 million, or 28%, for the
fiscal year ended September 30, 1996 compared to fiscal 1995. The increase
was primarily attributable to a $3.3 million improvement in net gain on
sales and redemptions of securities, a $1.1 million improvement in net
gain(loss) on the sale of OREO, a $1.9 million reduced provision for loan
losses and a decrease in other operating expenses of $.6 million.
Partially offsetting the increases was a $2.7 million increase in the
provision for income taxes due to the $7.0 million increase in income before
provision for income taxes.
NON-PERFORMING ASSETS/ALLOWANCE FOR LOAN LOSSES
The Bank's non-performing loan portfolio decreased from $4.9
million at September 30, 1995 to $4.4 million at September 30, 1996. The
decrease in non-performing loans during fiscal 1996 is primarily
attributable to reductions of $2.0 million in non-performing commercial
real estate loans which was partially offset by a $1.5 million increase in
one-to four-family non-performing loans. The ratio of the allowance for
loan losses to non-performing loans has continued to improve from 130.8%
at September 30, 1995 to 132.8% at September 30, 1996.
The net balance of the Bank's OREO decreased from $2.5 million at
September 30, 1995 to $2.4 million at September 30, 1996. As a result, non-
performing assets have declined to $6.8 million, or .41% of total assets, at
September 30, 1996 from $7.4 million, or .47% of total assets, at September
30, 1995.
STATEMENT OF CONDITION SUMMARY
At September 30, 1996, the Bank had total assets of $1.64 billion
as compared to $1.59 billion at September 30, 1995. This increase was
primarily due to an increase in mortgage loans as a result of the purchase
of approximately $147 million of one-to four-family residential loans and
$14 million of multi-family loans. Total liabilities increased to $1.51
billion at September 30, 1996 as compared to $1.47 billion at September 30,
1995 and shareholders' equity increased to $127.5 million at September 30,
1996 from $116.3 million at September 30, 1995.
North Side remains a sound financial institution with capital ratios
continuing to exceed current regulatory requirements and meets the highest
"well capitalized" regulatory definition. In addition, the Bank's ratio of
shareholders' equity to total assets was 7.78% and the Bank's tangible book
value per share was $26.05 at September 30, 1996.
Commenting on these results, Thomas M. O'Brien, North Side's Chief
Executive Officer, stated "The close of North Side's fiscal year 1996 is
remarkable for several reasons. First, we are reporting record net income
of $19.4 million or $3.85 per share - a significant feat in a year marked
by a variety of mood swings in interest rates. North Side's credit quality
continues to be excellent, with non-performing assets of .41% of total
assets and allowance for loan losses of 133% of non-performing loans.
Finally, North Side and North Fork Bancorporation, Inc. previously
announced stock for stock merger plans have propelled North Side's stock
price to truly rewarding levels. I believe that this reaction has been
fueled by both companies strong financial performance and future prospects.
Current plans anticipate the merger closing late in December 1996, subject
to shareholder and regulatory approval. North Side has scheduled a special
shareholder meeting for November 18, 1996 to vote on the merger. All of
these events combined make this earnings release one of the most satisfying
ever."
North Side Savings Bank is a New York State chartered stock savings
bank whose deposits are insured by the FDIC through the Bank Insurance
Fund. North Side currently has a 17 full service branch retail network
serving the Bronx, Queens, Nassau and Suffolk counties.
Contact: Donald C. Fleming, Executive Vice President
516 488-6900, Extension 237
Judith A. MacGregor, Corporate Secretary
516 488-6900, Extension 209
<TABLE>
<CAPTION>
NORTH SIDE SAVINGS BANK
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands)
September 30, September 30,
1996 1995
-------------- -------------
(Unaudited)
ASSETS:
<S> <C> <C>
Cash and due from banks $ 12,778 $ 11,530
Money market investments 17,142 29,456
Securities available for sale:
Bonds and Equities 5,271 26,520
Mortgage-backed securities 332,418 300,022
---------- ----------
Total securities available for sale 337,689 326,542
Investment securities, net (estimated market
value of $24,584
and $92,460, respectively) 23,986 93,301
Federal Home Loan Bank of NY stock, at cost 9,685 9,430
Mortgage-backed securities, net (estimated
market value of $626,508
and $642,864, respectively) 636,881 651,153
Loans 569,230 432,180
Less allowance for loan losses 5,786 6,417
---------- ----------
Loans, net 563,444 425,763
Accrued interest receivable 11,480 13,230
Premises and equipment, net 14,528 15,215
Other real estate owned, net of
allowance of $.2 million
and $1.1 million, respectively 2,405 2,515
Other assets 9,064 9,868
--------- ----------
Total assets $ 1,639,082 $ 1,588,003
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits $ 1,208,282 $ 1,199,077
Mortgagors' escrow payments 3,951 4,607
Borrowed funds 286,000 251,000
Other liabilities 13,319 17,035
---------- ----------
Total Liabilities 1,511,552 1,471,719
---------- ----------
Shareholders' Equity:
Preferred stock, par value $1.00 per share,
5,000,000 shares authorized, none outstanding -- --
Common stock, par value $1.00 per share,
10,000,000 shares authorized, 4,853,693
and 4,798,022 shares issued and outstanding
at September 30, 1996 and
September 30, 1995, respectively 4,854 4,798
Paid-in capital 63,813 62,985
Surplus fund 24,101 24,101
Undivided profits 37,136 22,606
Net unrealized (depreciation) appreciation on
securities available for sale, net of
income taxes (1,941) 2,360
Unearned portion of incentive compensation (433) (566)
------------ ------------
Total shareholders' equity 127,530 116,284
----------- ----------
Total liabilities and shareholders' equity $ 1,639,082 $ 1,588,003
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
NORTH SIDE SAVINGS BANK
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income $ 28,956 $ 28,211 $111,242 $105,775
Interest expense 15,738 15,651 60,300 55,230
------- ------- ------- -------
Net interest income 13,218 12,560 50,942 50,545
Provision for loan losses 200 375 900 2,825
------- ----- ----- ------
Net interest income after
provision for loan losses 13,018 12,185 50,042 47,720
------- ------- ------- -------
Net gain (loss) on sales of OREO 5 (411) 559 (520)
Net gain on sales and redemptions
of securities 30 44 3,626 355
Other income 585 534 2,095 2,461
OREO expense, net 52 151 438 475
Other expenses 5,792 5,321 22,429 23,063
------- ------- ------- -------
Income before provision for income taxes 7,794 6,880 33,455 26,478
Provision for income taxes 3,273 2,897 14,104 11,371
------- ----- -------- -------
Net income $ 4,521 $ 3,983 $ 19,351 $ 15,107
======= ======= ======== ========
Net income per share (a) $ .90 $ .80 $ 3.85 $ 3.06
======== ======== ========== ========
(a) Based on the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding of 5,048,801 and
5,031,567 for the three and twelve month periods ended September
30, 1996 and 4,948,311 and 4,936,571 for the three and twelve month
periods ended September 30, 1995, respectively.
</TABLE>
<TABLE>
<CAPTION>
NORTH SIDE SAVINGS BANK
SELECTED FINANCIAL AND OPERATING DATA
AS OF OR FOR THE AS OF OR FOR THE
THREE MONTHS ENDED TWELVE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
Selected Financial Ratios:
<S> <C> <C> <C> <C>
Return on average assets 1.10% .99% 1.21% .98%
Return on average equity 14.63% 14.15% 16.01% 14.24%
Shareholders' equity to total assets 7.78% 7.32% 7.78% 7.32%
Yield on average interest-earning assets 7.20% 7.24% 7.13% 7.08%
Average cost of funds 4.14% 4.21% 4.12% 3.89%
Interest rate spread 3.06% 3.03% 3.01% 3.19%
Net interest margin 3.26% 3.20% 3.26% 3.39%
Total other operating expense
to average assets 1.42% 1.36% 1.43% 1.52%
Efficiency ratio 41.96% 40.64% 42.29% 43.51%
Selected Operating Data:
Primary earnings per share $ .90 $ .83 $ 3.86 $ 3.15
Fully diluted earnings per share $ .90 $ .80 $ 3.85 $ 3.06
Primary weighted average number
of shares and dilutive common stock
equivalents outstanding
for earnings per share computation 5,033,331 4,936,190 5,016,097 4,924,450
Fully diluted weighted average
number of shares and dilutive
common stock equivalents
outstanding for earnings per
share computation 5,048,801 4,948,311 5,031,567 4,936,571
Book value per share $26.27 $24.24 $26.27 $24.24
Tangible book value per share $26.05 $23.97 $26.05 $23.97
Number of shares outstanding for
book value
per share computation 4,853,693 4,798,022 4,853,693 4,798,022
Asset Quality Ratios:
Non-performing loans to total loans .77% 1.13% .77% 1.13%
Non-performing loans to total assets .27% .31% .27% .31%
Loan loss allowance to total loans 1.02% 1.48% 1.02% 1.48%
Loan loss allowance to non-performing loans 132.83% 130.83% 132.83% 130.83%
# # # # #
</TABLE>
