AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1996
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH FORK BANCORPORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6712 36-3154608
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction) Industrial Classification Identification Number)
of Incorporation or Code Number)
Organization))
275 Broad Hollow Road
Melville, New York 11747
(516) 298-5000
(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
------------------
JOHN ADAM KANAS, PRESIDENT
NORTH FORK BANCORPORATION, INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 844-1004
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copies to:
WILLIAM S. RUBENSTEIN, ESQ. MITCH KLEINMAN
SKADDEN, ARPS, SLATE, BROWN & WOOD LLP
MEAGHER & FLOM 1 WORLD TRADE CENTER
919 THIRD AVENUE NEW YORK, NEW YORK 10048
NEW YORK, NEW YORK 10022 (212) 839-5300
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
_____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| _____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF BE REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES BEING REGISTERED (1) PER SHARE(2) (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 600,000 $30.625 $18,375,008 $6,336.21
$2.50 per share ("Common
Stock")
============================================================================================
</TABLE>
(1) The shares of Common Stock are not being registered for the
purpose of sales outside the United States.
(2) Estimated solely for the purposes of calculating the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATE-
MENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
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SUBJECT TO COMPLETION - DATED _________, 1996
PROSPECTUS
______ SHARES
NORTH FORK BANCORPORATION, INC.
COMMON STOCK
---------------
All of the _____ 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
______, 1996 as reported by the NYSE was $___ 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.
-------------------
============================================================================
UNDERWRITING
DISCOUNTS PROCEEDS TO
PRICE TO AND NORTH
PUBLIC COMMISSIONS(1) FORK(2)
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Per Share.......................... $ $ $
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Total.............................. $ $ $
============================================================================
(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 $________.
------------------
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 ____, 1996.
--------------------
KEEFE, BRUYETTE & WOODS, INC.
The date of this Prospectus is ______, 1996
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.
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 and June 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 and September 12, 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 __, 1996, relating to the Merger (the "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.
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 $387 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%.
For the quarter ended June 30, 1996, North Fork reported a 40%
increase in net income to $17.1 million, or $.69 per share, as compared to
$12.2 million, or $.50 per share for the corresponding period in 1995. Net
income for the six months ended June 30, 1996 amounted to $31.6 million, or
$1.27 per share, as compared to $23.7 million, or $.98 per share for the
corresponding period in 1995. North Fork's return on average equity for the
three and six month periods ended June 30, 1996 increased to 23% and 21%,
respectively, as compared to 18% for each of the comparable 1995 periods.
Return on average assets was 1.72% for the three month period ended June
30, 1996 and 1.69% for the six month period then ended. The three and six
month return on average assets in 1995 were 1.73% and 1.72%, respectively.
Earnings for the quarter ended June 30, 1996 reflect the first full quarter
of operating results following the acquisitions described in the previous
paragraph.
At June 30, 1996, North Fork had assets of $4.1 billion, deposits
of $3.3 billion and stockholders' equity of $300 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."
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>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
----------------- --------------------------------------------------
1996(1) 1995 1995 1994 1993 1992 1991
----------------- --------------------------------------------------
CONSOLIDATED SUMMARY OF
OPERATIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income.............$139,444 $107,072 $226,398 $203,733 $191,630 $210,780 $225,855
Interest expense............ 55,377 38,665 85,162 71,227 73,169 105,714 136,464
----------------- --------------------------------------------------
Net interest income......... 84,067 68,407 141,236 132,506 118,461 105,066 89,391
----------------- --------------------------------------------------
Provision for loan losses... 3,000 4,000 9,000 3,275 10,300 23,775 66,625
Non-interest income......... 13,435 10,308 20,942 19,020 18,938 16,860 13,399
Net security gains/(losses). 996 148 6,379 (9,211) 1,457 9,547 9,052
Other real estate expense... 932 311 255 3,651 13,971 16,358 10,663
Merger & related
restructure charges....... - - - 14,338 - 1,200 -
Non-interest expense........ 41,587 33,727 68,588 74,453 71,962 72,104 62,663
----------------- --------------------------------------------------
Income/(loss) before income
taxes.................... 52,979 40,825 90,714 46,598 42,623 18,036 (28,109)
Provision/(benefit) for
income taxes............. 21,417 17,095 38,479 16,926 16,976 8,609 (164)
----------------- --------------------------------------------------
Net income/(loss)........... $31,562 $23,730 $52,235 $29,672 $25,647 $9,427 ($27,945)
----------------- --------------------------------------------------
----------------- --------------------------------------------------
Weighted average common
shares outstanding (2)..... 24,939 24,168 24,554 23,763 23,242 19,689 18,490
Common shares outstanding
at period end............ 24,118 24,662 24,843 23,047 22,446 20,171 19,086
CONSOLIDATED PER SHARE DATA:
Earnings/(loss) per
share (2)............... $1.27 $0.98 $2.13 $1.25 $1.10 $0.48 ($1.51)
Cash dividends declared... $.40 $.25 $.55 $.35 - - $.34
Dividend payout ratio..... 32% 25% 26% 28% - - -
Stated Book value at
period-end.............. $12.43 $11.59 $12.47 $11.06 $10.08 $9.08 $8.71
Tangible Book value at
period-end.............. $8.91 $10.72 $11.40 $10.10 $8.91 $7.70 $7.18
CONSOLIDATED BALANCE SHEET
DATA AT PERIOD END:
Securities Available-
for-Sale (3).......... $1,121,843 $271,978 $814,485 $141,805 $200,219 $338,841 $415,276
Securities Held-to-
Maturity.............. 377,883 547,316 342,143 631,492 771,648 319,286 25,714
Loans, net of unearned
income & fees......... 2,300,578 1,870,367 1,966,440 1,814,037 1,740,778 1,807,119 1,987,560
Allowance for loan
losses................ 50,384 52,003 50,210 50,069 56,556 69,583 63,722
Intangibles............. 84,755 21,529 26,633 22,208 26,239 27,834 29,450
Total assets............ 4,138,261 2,858,883 3,303,311 2,717,776 2,884,375 2,691,011 2,854,876
Deposits................ 3,256,230 2,424,890 2,535,460 2,342,887 2,348,545 2,387,368 2,503,661
Borrowings.............. 507,739 57,625 401,369 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.... $299,688 $285,865 $309,845 $254,923 $226,310 $183,147 $166,475
CONSOLIDATED AVERAGE BALANCE
SHEET DATA:
Securities.............. $1,352,485 $765,161 $857,302 $968,908 $869,792 $544,966 $450,831
Loans, net of unearned
income & fees......... 2,130,539 1,852,497 1,893,654 1,773,088 1,735,122 1,906,438 1,884,440
Total assets............ 3,765,261 2,783,707 2,928,773 2,933,943 2,820,491 2,782,480 2,542,179
Deposits................ 3,002,971 2,410,090 2,464,776 2,363,965 2,363,652 2,467,494 2,172,622
Total borrowings....... 394,633 71,060 137,893 293,732 213,078 112,758 146,797
Stockholders' equity... $307,700 $269,351 $283,024 $244,759 $210,345 $169,155 $191,749
SELECTED FINANCIAL RATIOS:
Return on Average Total
Assets............... 1.69% 1.72% 1.78% 1.01% .91% .34% (1.10)%
Return on Average Total
Stockholders' Equity. 20.63% 17.77% 18.46% 12.12% 12.19% 5.57% (14.57)%
Net Interest Margin.... 4.90% 5.31% 5.18% 4.81% 4.48% 4.03% 3.90%
Tier 1 Capital Ratio... 9.93% 16.15% 15.50% 14.94% 12.06% 9.28% 7.34%
Risk Adjusted Capital
Ratio................ 11.19% 17.42% 16.77% 16.22% 13.34% 10.65% 8.84%
Leverage Ratio......... 5.73% 9.34% 8.86% 8.40% 6.88% 5.83% 4.85%
Allowance for Loan
Losses to Net Loans.. 2.19% 2.78% 2.55% 2.76% 3.25% 3.85% 3.21%
Allowance for Loan
Losses/Nonperforming
Loans................ 185% 140% 154% 119% 96% 54% 44%
Net Charge-Offs to
Average Net Loans.... .56% .23% .49% .57% 1.34% .94% 2.88%
Nonperforming Assets to
Total Assets......... .82% 1.44% 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, $920 million in deposit
liabilities and $30 million in capital. The intangibles created in the
aforementioned transactions aggregated approximately $59 million.
(2) North Fork's historical earnings per share for the six months ended June
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) 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.
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 $11 million. Management of North Fork believes
that realization of these cost savings will occur by the end of the first
quarter following consummation of the Merger. There can be no assurance
that all of the potential cost savings will be realized or that they will
be realized in the time frame currently estimated or thereafter. Such
realization will depend upon, among other things, the regulatory and
economic environment, business changes implemented by North Fork management
and other factors, certain of which are beyond the control of North Fork. A
summary and expected range of cost savings follows:
($ in millions) Expected Range of
Savings
---------------------------------------------------
Compensation $4.5 to $6.0
Occupancy & Equipment $0.9 to $1.5
Other Operating
Expense $2.6 to $3.5
------------
Total Savings $8.0 to $11.0
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 ser-
vices, 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 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.
AFTER TAX OUTSTANDING
(in thousands except earnings EARNINGS SHARES EPS
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
A non-recurring merger and restructuring charge ranging from $11.8
million to $15.2 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."
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" 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. 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, or when, the regulatory consents and approvals
necessary to consummate the Merger will be obtained or whether all other
conditions precedent to the Merger will be satisfied or waived by the party
permitted to do so.
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 June 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 six months ended June 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 June 30, 1996 or at the beginning of the periods indicated.
<TABLE>
<CAPTION>
North Fork Bancorporation, Inc. - North Side Savings Bank
Pro Forma Condensed Combined Balance Sheet
(Unaudited)
June 30, 1996
(Dollars in thousands)
Pro Forma North Fork Pro
North Fork North Side Adjustments Forma
(in thousands, except per share amounts)
-------------------------------------------------- ----------------
Assets
<S> <C> <C> <C> <C>
Cash & Due from Banks........................................ $177,362 $12,530 $189,892
Money Market Investments..................................... - 3,648 3,648
Securities:
Available-for-Sale ....................................... 1,121,843 363,426 7,225 (2)(3) 1,492,494
Held-to-Maturity......................................... 377,883 678,212 1,056,095
------------------------------------------- -------------
Total Securities....................................... 1,499,726 1,041,638 7,225 2,548,589
------------------------------------------- -------------
Loans, net of Unearned Income & Fees......................... 2,300,578 561,269 2,861,847
Allowance for Loan Losses................................ 50,384 5,604 55,988
------------------------------------------- -------------
Net Loans............................................... 2,250,194 555,665 - 2,805,859
------------------------------------------- -------------
Premises & Equipment, Net.................................... 53,657 14,859 68,516
Intangibles.................................................. 84,755 1,124 85,879
Other Real Estate............................................ 6,519 2,320 8,839
Other Assets................................................. 66,048 22,840 6,938 (2)(5)(6) 95,826
------------------------------------------- -------------
Total Assets............................................ $4,138,261 $1,654,624 $14,163 $5,807,048
------------------------------------------- -------------
------------------------------------------- -------------
Liabilities and Stockholders' Equity
Non-Interest Bearing Deposits................................ $657,516 $38,542 $696,058
Interest Bearing Deposits.................................... 2,598,714 1,189,669 3,788,383
------------------------------------------- -------------
Total Deposits.......................................... 3,256,230 1,228,211 - 4,484,441
------------------------------------------- -------------
Other Borrowings............................................. 507,739 286,000 793,739
Senior Note Payable.......................................... 25,000 - 25,000
Accrued Expenses & Other Liabilities......................... 49,604 16,882 22,000 (5) 88,486
------------------------------------------- -------------
Total Liabilities...................................... 3,838,573 1,531,093 22,000 5,391,666
------------------------------------------- -------------
Stockholders' Equity
Preferred Stock.............................................. -
Common Stock................................................. 62,607 4,834 13,033 (2) 80,474
Additional Paid in Capital................................... 104,952 87,668 (20,590) (2) (3) 172,030
Retained Earnings............................................ 166,557 33,824 (15,480) (5) (6) 184,901
Unrealized Losses on Securities Available-for-Sale,
net of taxes............................................... (10,000) (2,329) 63 (2) (12,266)
Deferred Compensation........................................ (1,823) (466) 466 (6) (1,823)
Treasury Stock............................................... (22,605) - 14,671 (3) (7,934)
------------------------------------------- -------------
Total Stockholders' Equity............................. 299,688 123,531 (7,837) 415,382
------------------------------------------- -------------
Total Liabilities and Stockholders' Equity............. $4,138,261 $1,654,624 $14,163 $5,807,048
------------------------------------------- -------------
------------------------------------------- -------------
</TABLE>
SELECTED CAPITAL RATIOS
North Fork
NORTH FORK Pro Forma
-----------------------------
Tier 1 Capital Ratio . . . . . . 9.93% 11.41%
Risk Adjusted Capital Ratio . . . 11.19% 12.56%
Leverage Ratio . . . . . . . . . 5.73% 6.17%
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
<TABLE>
<CAPTION>
North Fork Bancorporation, Inc. - North Side Savings Bank
Pro Forma Condensed Combined Statement of Income
(Unaudited)
For the Six Months Ended June 30, 1996
(in thousands, except per share amounts)
North Fork
North Fork (7) North Side (1) Pro Forma
----------------------------------------------------
<S> <C> <C> <C>
Interest Income........................................................ $139,444 $54,686 $194,130
Interest Expense....................................................... 55,377 29,457 84,834
----------------------------------------------------
Net Interest Income.................................................. 84,067 25,229 109,296
Provision for Loan Losses.............................................. 3,000 400 3,400
----------------------------------------------------
Net Interest Income after Provision for Loan Losses.................. 81,067 24,829 105,896
Non-Interest Income.................................................... 13,435 1,025 14,460
Net Security Gains .................................................... 996 510 1,506
Other Real Estate Expense.............................................. 932 (224) 708
Non-Interest Expense................................................... 41,587 11,073 52,660
----------------------------------------------------
Income before Income Taxes........................................... 52,979 15,515 68,494
Provision for Income Taxes............................................. 21,417 6,519 27,936
----------------------------------------------------
Net Income .......................................................... $31,562 $8,996 $40,558
----------------------------------------------------
----------------------------------------------------
Pro Forma Weighted Average Shares Outstanding (4)...................... 24,984 4,820 32,484
Earnings Per Share..................................................... $1.26 $1.86 $1.25
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
</TABLE>
<TABLE>
<CAPTION>
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)
North Fork
North Fork (7) North Side (1) 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 (3) (4)................ 24,554 4,785 31,999
Earnings Per Share................................................... $2.13 $3.15 $2.10
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
</TABLE>
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 & 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
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
</TABLE>
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
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)."
</TABLE>
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 six-month periods ended June 30, 1996 and 1995
include North Side for the six 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.
THREE MONTHS ENDED
DECEMBER 31,
(UNAUDITED)
----------------------
1995 1994
----------------------
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
Primary Earnings per share................. $ 1.22 $ .75
Fully diluted earnings per share........... 1.18 --
(2) Pro forma adjustments to common stock and additional paid-in
capital, at June 30, 1996, reflect the Merger accounted for as a
pooling-of-interests, through: the exchange of 7,146,703 shares of
Common Stock at June 30, 1996 (using the Exchange Ratio of 1.556) for
4,592,997 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 $26.00 per share (which approximated the market price of the
Common Stock on or about June 30, 1996). 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 the six
months ended June 30, 1996 and 1995, 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.
(5) The pro forma condensed combined balance sheet reflects a
non-recurring merger and restructuring charge of approximately $15.2
million, net of taxes, which will be recognized upon consummation of the
transaction. A summary of the estimated merger and restructuring charges
follows:
EXPECTED RANGE
OF COSTS
(DOLLARS IN MILLIONS)
----------------------
TYPE OF COST
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........................................ 5.2 to 6.8
----------------------
Total after-tax Merger and Restructuring Charge.......... $ 11.8 to $15.2
----------------------
----------------------
The effect of the proposed charge has been reflected in the pro forma
condensed combined balance sheet as of June 30, 1996; however, since this
charge is non-recurring, 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,
net of tax, 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, $920 million in deposit
liabilities and $30 million in capital. The intangibles created in the
aforementioned transactions aggregated approximately $59 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 and Form 10-Q for the
Quarter ended June 30, 1996, previously filed with the SEC and incorporated
by reference in this Prospectus that contain additional information
regarding these transactions.
(8) 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 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.
USE OF PROCEEDS
North Fork will use the net proceeds from the sale of the Common
Stock offered hereby (which is estimated to be $____ million) 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.
NORTH FORK
COMMON STOCK
------------------------
HIGH LOW DIVIDENDS
------------------------
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, 1996.... xx.xx xx.xx xx.xx
Fourth Quarter (through ____, 1996). xx.xx xx.xx xx.xx
A recently reported sale price of the Common Stock is set forth on
the cover page of this Prospectus.
CAPITALIZATION
The following table sets forth the consolidated capitalization of
North Fork at June 30, 1996, and as adjusted to give effect to this offering
and the Merger, based on the assumptions set forth in the notes below. 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.
AS ADJUSTED
FOR THE
HISTORICAL OFFERING AND
NORTH FORK THE MERGER
(Dollars in thousands)
Senior Note Payable....................... $ 25,000 $ 25,000
Long-term Federal Home Loan Bank
Advances................................ 10,000 10,000
----------- -----------
Total Long Term Borrowings.......... 35,000 35,000
======= =======
Shareholders' equity:
Preferred stock, $1.00 par value;
authorized 10,000,00 none issued.... $ $
Common stock, 2.50 par value,
authorized 50,000,000 shares; issued
25,042,752 shares (32,189,503 as
adjusted)........................... 62,607 80,474
Additional paid in capital ............... 104,952 172,030
Retained earnings......................... 166,557 184,901
Unrealized Losses on Securities
Available-for-Sale, net of taxes.......... (10,000) (12,266)
Deferred Compensation..................... (1,823) (1,823)
Treasury Stock at cost; 924,437 shares
(324,437 shares as adjusted)............ (22,605) (7,934)
----------- ----------
Total Stockholders' Equity.......... $ 299,688 $ 415,382
=========== ===========
For additional information relating to the pro forma adjustments
contained herein, see the notes accompanying the "PRO FORMA CONDENSED COM-
BINED 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 $__
per share. The Underwriter may allow, and such dealers may, reallow, a
discount not in excess of $__ 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.
In connection with the Merger, KBW rendered an opinion to the
North Fork Board dated __________, 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, New York, New York.
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.
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
PAGE
Available Information.........................................................
Incorporation of Certain Documents by Reference...............................
North Fork....................................................................
Selected Historical Financial Information.....................................
The Merger....................................................................
Pro Forma Condensed Combined Financial Statements (unaudited).................
Use of Proceeds...............................................................
Market Prices and Dividend Information........................................
Capitalization................................................................
Underwriting..................................................................
Legal Matters.................................................................
Experts.......................................................................
________, 1996
__________ SHARES
NORTH FORK
BANCORPORATION, INC.
COMMON STOCK
PROSPECTUS
Keefe, Bruyette & Woods, Inc.
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting discounts and
commissions, are set forth in the following table.
Securities and Exchange Commission fee.... $ 6,336.21
Printing and engraving expenses...........
Accountants' fees and expenses............
Legal fees and expenses...................
Blue Sky fees and expenses................
Transfer Agent fees and expenses..........
Miscellaneous............................. _________
Total................................ $_________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporate Law (the "DGCL") generally
provides that a corporation may indemnify directors, officers, employees or
agents against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interests of the
corporation.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 of the DGCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify against
such liability under Section 145.
Indemnification as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the
circumstances using the applicable standard of conduct which is made by (a) a
majority of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion if there are no such disinterested
directors or if such disinterested directors so direct, or (c) the
shareholders.
Article 8.1 of the By-laws of the Registrant provides that the
Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he or she is or was a director or
officer of the Registrant against expenses (including attorneys' fees),
judgments, fines and settlement payments actually and reasonably incurred by
him or her to the fullest extent permitted by the DGCL and any other
applicable law, as may be in effect from time to time.
Article 8.2 of the By-laws of the Registrant provides that the
Registrant may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he or she is or was an employee or agent
of the Registrant or is serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her to the extent permitted by the DGCL, and any
other applicable law as may be in effect from time to time.
Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the
certificate of incorporation of a corpora- tion to provide that a director
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of his or her fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (dealing with unlawful dividends or unlawful
stock purchases or redemptions), or (iv) for any transaction from which the
director derived an improper personal benefit.
Article 10 of the Registrant's Certificate of Incorporation provides
that, subject only to the express prohibitions on elimination or limitation of
liability of directors set forth in Section 102(b)(7), as it now exists or may
be hereinafter amended, directors shall not be liable for monetary damages in
excess of $25,000 per occurrence resulting from a breach of their fiduciary
duties.
The Registrant maintains a director and officer liability insurance
policy providing for the insurance on behalf of any person who is or was a
director or officer of the Registrant and subsidiary companies against any
liability incurred by him in any such capacity or arising out of his status as
such. The insurer's limit of liability under the policy is [$7,500,000] in the
aggregate for all insured losses per year. The policy contains various
reporting requirements and exclusions.
Section 8(k) of the Federal Deposit Insurance Act (the "FDI Act")
provides that the Federal Deposit Insurance Corporation (the "FDIC") may
prohibit or limit, by regulation or order, payments by any insured depository
institution or its holding company for the benefit of directors and officers
of the insured depository institution, or others who are or were
"institution-affiliated parties," as defined under the FDI Act, in order to
pay or reimburse such person for any liability or legal expense sustained with
regard to any administrative or civil enforcement action which results in a
final order against the person. The FDIC recently adopted regulations
prohibiting, subject to certain exceptions, insured depository institutions,
their subsidiaries and affiliated holding companies from indemnifying
officers, directors or employees for any civil money penalty or judgment
resulting from an administrative or civil enforcement action commenced by any
federal banking agency, or for that portion of the costs sustained with regard
to such an action that results in a final order or settlement that is adverse
to the director, officer or employee.
Item 16. Exhibits and Financial Statement, Schedules.
(a) Exhibits.
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated as of July 15, 1996, as
amended, by and among North Fork Bancorporation, Inc., North Fork
Bank and North Side Savings Bank, previously filed as an exhibit
to North Fork Bancorporation, Inc.'s Current Report on Form
8-K dated July 15, 1996.
4.1 Certificate of Incorporation of the Registrant, as amended ,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-3 (File
No. 33-42294) filed August 16, 1991.
4.2 By-laws of the Registrant, previously filed and incorporated by
reference to North Fork Bancorporation, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1993.
4.3 Rights Agreement, previously filed and incorporated by reference
to North Fork Bancorporation, Inc.'s Registration Statement on
Form 8-A filed March 21, 1989.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.*
23.1 Consent of KPMG Peat Marwick LLP, New York. New York.
23.2 Consent of KPMG Peat Marwick LLP, Jericho, New York.
23.3 [Consent of Keefe, Bruyette & Woods, Inc., New York, New York,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-4 (File
No. 333-XXXX) filed __, 1996.]*
23.4 [Consent of Sandler O'Neil & Partners L.P., New York, New York,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-4 (File No.
333-XXXX) filed __, 1996.]*
23.5 Consent of Skadden, Arps, Slate, Meagher & Flom (to be included in
Exhibit 5.1 hereto).*
24.1 Powers of Attorney (see the signature page to this Form S-3
Registration Statement).
* To be filed by amendment.
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Melville, State of New York on
September 13, 1996.
NORTH FORK BANCORPORATION, INC.
By:/s/ Daniel M. Healy
__________________________________
Daniel M. Healy
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the September 13, 1996.
We, the undersigned officers and directors of North Fork Bancorporation,
Inc. hereby severally and individually constitute and appoint Daniel M. Healy,
the true and lawful attorney and agent (with full power of substitution and
resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and
all amendments to this Registration Statement on Form S-3 and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission, said attorney and agent to have power
to act and to have full power and authority to do and perform in the name and
on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person and we hereby ratify and
confirm our signatures as they may be signed by our said attorney and agent to
any and all such amendments and instruments.
Name Title
/s/ John A. Kanas President, Chief Executive Officer
and Chairman of the Board
John A. Kanas
/s/ Daniel M. Healy Executive Vice President and
Chief Financial Officer (Principal Financial
Daniel M. Healy and Accounting Officer)
/s/ John Bohlsen Director
John Bohlsen
/s/ Allan C. Dickerson Director
Allan C. Dickerson
Director
Lloyd A. Gerard
/s/ James F. Reeve Director
James F. Reeve
Director
James H. Rich, Jr.
/s/ George H. Rowson Director
George H. Rowson
Director
Kurt R. Schmeller
Director
Raymont W. Terry, Jr.
EXHIBIT INDEX
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated as of July 15, 1996, as
amended, by and among North Fork Bancorporation, Inc., North Fork
Bank and North Side Savings Bank., previously filed as an exhibit
to North Fork Bancorporation, Inc.'s Current Report on
Form 8-K filed July 25, 1996.
4.1 Certificate of Incorporation of the Registrant, as amended,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-3 (File
No. 33-42294) filed August 16, 1991.
4.2 By-laws of the Registrant, previously filed and incorporated by
reference to North Fork Bancorporation, Inc.'s Annual Report on
form 10-K for the year ended December 31, 1993.
4.3 Rights Agreement, previously filed and incorporated by reference
to North Fork Bancorporation, Inc.'s Registration Statement on
Form 8-A filed March 21, 1989.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.*
23.1 Consent of KPMG Peat Marwick LLP, Jericho, New York.
23.2 Consent of KPMG Peat Marwick LLP, Jericho, New York.
23.3 [Consent of Keefe, Bruyette & Woods, Inc., New York, New York,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-4 (File
No. 333-XXXX) filed __, 1996.]*
23.4 [Consent of Sandler O'Neil & Partners, L.P., New York, New York,
previously filed and incorporated by reference to North Fork
Bancorporation, Inc.'s Registration Statement on Form S-4 (File
No. 333-XXXX) filed __, 1996.]*
23.5 Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.1 hereto).*
24.1 Powers of Attorney (see the signature page to this Form S-3
Registration Statement).
* To be filed by amendment.
Consent of Independent Auditors'
The Stockholders and Board of Directors
North Side Savings Bank:
We consent to incorporation by reference in the registration
statement on Form S-3 of North Fork Bancorporation, Inc., of
our report dated October 18, 1996, relating to the consolidated
statements of condition of North Side Savings Bank and sub-
sidiaries, as of September 30, 1995 and 1994 and the related
consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the years in the three-year
period ended September 30, 1995 which is included in the Current
Report on Form 8-K of North Fork Bancorporation, Inc. which is
incorporated in Form S-3 by reference. We also consent to the
reference to our firm under the heading "Experts" in the Prospectus.
Our report refers to a change in accounting for certain investment in debt
and equity securities.
/s/ KPMG Peat Marwick LLP
New York, New York
September 13, 1996
CONSENT OF INDEPENDENT AUDITORS'
The Stockholders and Board of Directors
North Fork Bancorporation, Inc.
We consent to the incorporation by reference in the Registration Statement
filed on September 13, 1996 on form S-3 of North Fork Bancorporation, Inc.,
of our report dated January 16, 1996, relating to the consolidated balance
sheets of North Fork Bancorporation, Inc. and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, and to the reference to our
firm under the heading "Experts" in the Registration Statement. Our report
with respect to these financial statements which includes an explanatory
paragraph related to changes in accounting principles, appears in the
Annual Report on Form 10-K of North Fork Bancorporation, Inc. for the
fiscal year ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
New York, New York
September 13, 1996
