<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
NORTH FORK BANCORPORATION, INC. NORTH FORK CAPITAL TRUST II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS NORTH FORK CAPITAL TRUST III
CHARTER) (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR
TRUST AGREEMENTS)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION)
</TABLE>
------------------------
<TABLE>
<S> <C>
6712 6719
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER) (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
11-1353410 APPLIED FOR
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
------------------------
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 844-1004
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------
<TABLE>
<S> <C>
JOHN A. KANAS DANIEL M. HEALY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT
NORTH FORK BANCORPORATION, INC. AND CHIEF FINANCIAL OFFICER
275 BROAD HOLLOW ROAD NORTH FORK BANCORPORATION, INC.
MELVILLE, NEW YORK 11747 275 BROAD HOLLOW ROAD
(516) 844-1256 MELVILLE, NEW YORK 11747
(516) 844-1258
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENTS FOR SERVICE)
------------------------
COPIES TO:
VINCENT J. PISANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From Time
to Time after the Effective Date of this Registration Statement.
If the only securities being registered on this Form are to be 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, please check the following box. [X]
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 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 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. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Securities of North Fork Capital Trust
II.............................................. (1) (2) (1) N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Capital Securities of North Fork Capital Trust
III............................................. (1) (2) (1) N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Guarantees by North Fork Bancorporation, Inc. of
the above-referenced Capital Securities......... (3) (3) (3) N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Debt Securities of North Fork
Bancorporation, Inc. ........................... (1) (2) (1) N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Total..................................... $100,000,000 N/A $100,000,000 $30,303.03
==================================================================================================================================
</TABLE>
(1) Subject to the following sentence, there is being registered hereunder an
indeterminate number of Capital Securities of North Fork Capital Trust II
and North Fork Capital Trust III (collectively, the "Trusts") and an
indeterminate principal amount of Junior Subordinated Debt Securities of
North Fork Bancorporation, Inc. ("North Fork" or the "Corporation"). In no
event will the aggregate initial offering price of the Capital Securities of
the Trusts issued under this Registration Statement exceed $ ,
exclusive of accrued interest and dividends, if any. A like amount of Junior
Subordinated Debt Securities may be issued and sold by North Fork to any of
the Trusts, in which event such Junior Subordinated Debt Securities may
later be distributed for no additional consideration to the holders of the
Capital Securities of such Trust upon a dissolution of such Trust and the
distribution of the assets thereof. The proposed maximum aggregate offering
price has been estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2) The proposed maximum offering price per unit will be determined from time to
time in connection with the issuance of the securities registered hereunder.
(3) Includes the rights of holders of the Capital Securities under the
Guarantees and certain back-up undertakings, comprised of the obligations of
North Fork to provide certain indemnities in respect of, and pay and be
responsible for, certain costs, expenses, debts and liabilities of, each
Trust (other than with respect to the Capital Securities) and such
obligations of North Fork as set forth in the Declaration of Trust of each
Trust and the Indenture, in each case as amended from time to time and as
further described in the Registration Statement. The Guarantees, when taken
together with North Fork's obligations under the Junior Subordinated Debt
Securities, the Indenture and each Declaration of Trust, will provide a full
and unconditional guarantee on a subordinated basis by North Fork of
payments due on the Capital Securities. No separate consideration will be
received for any Guarantees or such back-up obligations.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1997
PROSPECTUS
NORTH FORK CAPITAL TRUST II
NORTH FORK CAPITAL TRUST III
CAPITAL SECURITIES
NORTH FORK BANCORPORATION, INC.
JUNIOR SUBORDINATED DEBT SECURITIES
------------------------
North Fork Capital Trust II and North Fork Capital Trust III (each a "North
Fork Capital Trust"),
each a statutory business trust formed under the laws of the State of Delaware,
may offer, from time to time, Capital Securities, representing undivided
beneficial interests in the assets of the respective North Fork Capital Trusts
("Capital Securities"). The payment of distributions with respect to Capital
Securities of each of the North Fork Capital Trusts out of moneys held by each
of the North Fork Capital Trusts, and payment on liquidation, redemption or
otherwise with respect to such Capital Securities, will be guaranteed by North
Fork Bancorporation, Inc., a Delaware corporation ("North Fork" or the
"Corporation"), to the extent described herein (each a "Guarantee"). See
"Description of the Guarantees" below. The Corporation's obligations under the
Guarantees will be subordinate and junior in right of payment to all other
liabilities of the Corporation and rank pari passu with the most senior
preferred stock, if any, issued from time to time by the Corporation. Junior
Subordinated Debt Securities (as defined below) may be issued and sold by the
Corporation from time to time in one or more series to a North Fork Capital
Trust, or a trustee of such North Fork Capital Trust, in connection with the
investment of the proceeds from the offering of Capital Securities and Common
Securities (as defined herein) of such North Fork Capital Trust. The Junior
Subordinated Debt Securities purchased by a North Fork Capital Trust may be
subsequently distributed pro rata to holders of Capital Securities and Common
Securities in connection with the dissolution of such North Fork Capital Trust
upon the occurrence of certain events as may be described in an accompanying
Prospectus Supplement.
(Continued on next page)
THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
------------------------
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.
------------------------
The Offered Securities may be offered directly, through agents designated
from time to time, to or through underwriters or dealers or through a
combination of such methods. See "Plan of Distribution." If any agents of the
Corporation, any North Fork Capital Trust or any underwriters are involved in
the sale of the Offered Securities, the names of such agents or underwriters and
any applicable commissions or discounts will be set forth in the Prospectus
Supplement with respect to such Offered Securities. The net proceeds to the
Corporation from such sale also will be set forth in the applicable Prospectus
Supplement.
------------------------
The date of this Prospectus is November , 1997.
<PAGE> 3
(Continued from front cover)
The Junior Subordinated Debt Securities, the Capital Securities and the
related Guarantees are collectively referred to as the "Offered Securities." The
Capital Securities and Common Securities are collectively referred to as the
"Trust Securities."
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered, such as, where applicable, (i) in the case of
Junior Subordinated Debt Securities, the specific designation, aggregate
principal amount, currency, denomination, maturity, priority, interest rate
(which may be variable or fixed), time of payment of interest, terms of
redemption at the option of the Corporation or repayment at the option of the
holder or any provisions for sinking fund payments, the designation of the
Trustee (as defined in the applicable Indenture or Supplemental Indenture)
acting under the applicable Indenture or Supplemental Indenture and the initial
public offering price and (ii) in the case of Capital Securities or the related
Guarantees, the specific designation, aggregate offering amount, denomination,
term, coupon rate, time of payment of distributions, terms of redemption at the
option of the Corporation or repayment at the option of the holder, the
designation of the Trustee acting under the applicable Indenture, Supplemental
Indenture or Guarantee and the initial public offering price, will be set forth
in the accompanying Prospectus Supplement.
The Offered Securities will be issued only in registered form, including in
the form of Global Securities, unless otherwise set forth in the Prospectus
Supplement.
------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY
REFERENCE HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR
THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR
BY ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT NOR ANY SALE OF OR OFFER TO SELL THE OFFERED SECURITIES
OFFERED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE RESPECTIVE DATES
OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT OR THAT THE INFORMATION IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE RESPECTIVE DATES OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT.
2
<PAGE> 4
AVAILABLE INFORMATION
This Prospectus constitutes a part of a combined Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Corporation and the North Fork Capital Trusts with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Offered
Securities. This Prospectus and any accompanying Prospectus Supplement do not
contain all of the information set forth in such Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the exhibits
relating thereto for further information with respect to the Corporation, the
North Fork Capital Trusts, and the Offered Securities. Any statements contained
herein concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission or incorporated by
reference herein are not necessarily complete, and, in each instance, reference
is made to the copy of such document so filed for a more complete description of
the matter involved. Each such statement is qualified in its entirety by such
reference.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission.
Such reports and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission's regional
offices at Suite 1300, Seven World Trade Center, New York, New York 10048, and
at The Citicorp Center, 500 West Madison Street, 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. The Commission maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. Such reports, proxy and
information statements and other information may be found on the Commission's
web site address, http://www.sec.gov. In addition, certain securities of the
Corporation are listed on the New York Stock Exchange, Inc. (the "NYSE").
Material filed by the Corporation may be inspected at the offices of the NYSE at
20 Broad Street, New York, New York 10005.
No separate financial statements of the Trusts have been included herein.
The Corporation and the Trusts do not consider that such financial statements
would be material to holders of the Capital Securities because the Trusts are
newly formed special purpose entities, have no operating history or independent
operations and are not engaged in and do not propose to engage in any activity
other than holding as trust assets the Junior Subordinated Debt Securities and
issuing the Trust Securities. See "THE TRUSTS," "DESCRIPTION OF THE CAPITAL
SECURITIES," "DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES" and
"DESCRIPTION OF THE GUARANTEE." In addition, the Corporation does not expect
that the Trusts will file reports under the Exchange Act with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by the
Corporation pursuant to the Exchange Act are hereby incorporated by reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) Current Reports on Form 8-K dated February 25, 1997, April 10,
1997, April 22, 1997, June 24, 1997, July 25, 1997, October 7, 1997 and
October 15, 1997.
(iii) Quarterly Reports on Form 10-Q for the three months ended March
31, 1997, June 30, 1997 and September 30, 1997.
(iv) The Joint Proxy Statement/Prospectus of the Corporation and
Branford Savings Bank ("Branford"), dated November 7, 1997, relating to the
Branford Merger (as defined herein) (the "Joint Proxy
Statement/Prospectus").
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the securities offered hereby shall be
3
<PAGE> 5
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the accompanying Prospectus Supplement to
the extent that a statement contained herein or in any other subsequently filed
document that also is or 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 or the accompanying Prospectus Supplement.
The Corporation will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement is delivered, upon written or oral request of such person, a copy of
any and all documents incorporated herein by reference (not including exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into such documents). Requests should be 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 PORTIONS OF THE JOINT PROXY STATEMENT/PROSPECTUS
INCORPORATED BY REFERENCE HEREIN CONTAINS CERTAIN FORWARD LOOKING STATEMENTS
WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF
NORTH FORK, INCLUDING STATEMENTS RELATING TO THE COST SAVINGS AND REVENUE
ENHANCEMENTS THAT ARE EXPECTED TO BE REALIZED FROM THE BRANFORD MERGER (AS
DEFINED HEREIN). 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 BRANFORD MERGER CANNOT BE FULLY REALIZED; (2) DEPOSIT ATTRITION, CUSTOMER
LOSS OR REVENUE LOSS FOLLOWING THE BRANFORD 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.
USE OF PROCEEDS
All of the proceeds from the sale of the Trust Securities will be invested
by the North Fork Capital Trusts in Junior Subordinated Debt Securities. The
Corporation intends to apply the net proceeds from the sale of the Junior
Subordinated Debt Securities to its general funds to be used by its management
for general corporate purposes.
THE TRUSTS
Each of North Fork Capital Trust II and North Fork Capital Trust III is a
statutory business trust formed under Delaware law pursuant to (i) a separate
declaration of Trust (each a "Declaration") executed by the Corporation, as
depositor for such trust (the "Depositor") and the North Fork Capital Trustees
(as defined herein) for such trust and (ii) the filing of a certificate of trust
with the Delaware Secretary of State on November , 1997. Each Declaration will
be qualified as an indenture under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"). The North Fork Capital Trusts exist for the
exclusive purposes of (i) issuing the Capital Securities and common securities
representing undivided beneficial interests in the assets of such Trust (the
"Common Securities"), (ii) investing the gross proceeds of the Trust Securities
in Junior Subordinated Debt Securities (as defined below) and (iii) engaging in
only those other activities necessary or incidental thereto. All of the Common
Securities will be directly or indirectly owned by the Corporation. The Common
Securities will rank pari passu, and payments will be made thereon pro rata,
4
<PAGE> 6
with the Capital Securities except that upon an event of default under the
applicable Declaration, the rights of
the holders of the Common Securities to payment in respect of distributions and
payments upon liquidation, redemption, and otherwise will be subordinated to the
rights of the holders of the Capital Securities. The Corporation will, directly
or indirectly, acquire Common Securities in an aggregate liquidation amount
equal to 3% of the total capital of each North Fork Capital Trust. Each North
Fork Capital Trust's business and affairs will be conducted by the trustees (the
"North Fork Capital Trustees") appointed by the Corporation, as the direct or
indirect holder of all the Common Securities. Except in certain limited
circumstances the holder of the Common Securities will be entitled to appoint,
remove or replace any of, or increase or reduce the number of, the North Fork
Capital Trustees of a North Fork Capital Trust. The duties and obligations of
the North Fork Capital Trustees shall be governed by the Declaration of such
North Fork Capital Trust. A majority of the North Fork Capital Trustees of each
North Fork Capital Trust will be persons who are employees or officers of or
affiliated with the Corporation (the "Administrative Trustees"). One North Fork
Capital Trustee of each North Fork Capital Trust will be a financial institution
which will be unaffiliated with the Company and which shall act as property
trustee and as indenture trustee for purposes of the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pursuant to the terms set forth in
a Prospectus Supplement (the "Property Trustee"). In addition, unless the
Property Trustee maintains a principal place of business in the State of
Delaware, and otherwise meets the requirements of applicable law, one North Fork
Capital Trustee of each North Fork Capital Trust will have its principal place
of business or reside in the State of Delaware (the "Delaware Trustee"). The
Corporation will pay all fees and expenses related to the North Fork Capital
Trusts and the offering of Trust Securities, the payment of which will be
guaranteed by the Corporation. The office of the Delaware Trustee for each North
Fork Capital Trust in the State of Delaware is Bankers Trust (Delaware), 1011
Centre Road, Suite 200, Wilmington, Delaware 19805-1266. The principal executive
office of each North Fork Capital Trust shall be c/o North Fork Bancorporation,
Inc., 275 Broad Hollow Road, Melville, New York 11747, Attention: Anthony Abate,
Secretary (telephone number: (516) 844-1004).
5
<PAGE> 7
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 eighty retail banking
facilities throughout Suffolk, Nassau, New York, Queens, Westchester and
Rockland Counties of New York.
At September 30, 1997, North Fork had assets of $6.6 billion, deposits of
$4.5 billion and stockholders' equity of $538 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.
On October 7, 1997, North Fork entered into an agreement and plan of merger
with New York Bancorp Inc. ("New York Bancorp") pursuant to which New York
Bancorp will be merged (the "New York Bancorp Merger") with and into North Fork.
As of September 30, 1997, New York Bancorp had assets of approximately $3.2
billion, deposits of approximately $1.7 billion and stockholders' equity of
approximately $169 million. New York Bancorp serves customers from its primary
subsidiary, Home Federal, which operates thirty-one full service branch offices
throughout Kings, Queens, Nassau, Westchester and Suffolk Counties of New York.
Immediately after the New York Bancorp Merger, Home Federal will be merged with
and into North Fork Bank. In connection with this transaction, North Fork will
issue 1.19 shares of North Fork Common Stock for each New York Bancorp share.
The New York Bancorp Merger is expected to be consummated in the first quarter
of 1998 and will be accounted for under the pooling of interests accounting
method.
On July 24, 1997, North Fork entered into an agreement and plan of merger
with Branford Savings Bank ("Branford") pursuant to which Branford will be
merged (the "Branford Merger") with a newly formed wholly-owned subsidiary of
North Fork. As of September 30, 1997, Branford had $183 million in total assets,
$162 million in deposits, $18 million in stockholders' equity and serves
customers from five branches in the Connecticut towns of Branford, North
Branford and East Haven and surrounding communities in New Haven County,
Connecticut. The Branford Merger represented North Fork's initial acquisition
outside the State of New York. In connection with this transaction, North Fork
will issue 1,283,674 shares of North Fork Common Stock. The Branford Merger is
expected to be consummated prior to December 31, 1997 and will be accounted for
under the purchase method of accounting.
On December 31, 1996, North Fork completed a business combination with
North Side by merging North Side with and into North Fork Bank. At closing,
North Side had $1.6 billion in total assets, $1.2 billion in deposits, $124.4
million in capital and operated seventeen full service banking locations in the
New York City boroughs of the Bronx and Queens and Nassau and Suffolk Counties.
In March, 1996, North Fork Bank completed its purchase 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.
Additionally, during March 1996, North Fork Bank completed its acquisition of
ten Long Island branches of First Nationwide Bank, and assumed $572 million in
customer deposit liabilities, for which it paid a deposit premium of 6.35%.
In July, 1995, North Fork completed its purchase acquisition of Great Neck
Bancorp, the parent company of Bank of Great Neck, a Long Island based
commercial bank ("Great Neck"). Great Neck, with assets of $91 million,
including $49.4 million in net loans, and $90.3 million in deposits, was merged
into North Fork Bank.
In November, 1994, North Fork completed a business combination with Metro,
the parent company of Bayside Federal Savings Bank ("Bayside"), by merging Metro
with and into North Fork. Simultaneously, Bayside (with approximately $1.0
billion in assets, $.9 billion in deposits and $83.5 million in stockholders'
equity, operating through 13 full-service banking locations in the New York City
borough of Queens and Nassau and Suffolk Counties) was merged with and into
North Fork Bank. The merger was accounted for as a pooling of interests.
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<PAGE> 8
North Fork, through North Fork Bank, provides a variety of banking and
financial services to middle market and small business organizations, local
governmental units, and retail customers in the metropolitan New York area.
From time to time, North Fork investigates and holds discussions and
negotiations in connection with possible transactions with other banks. As of
the date of this Prospectus, North Fork has not entered into any agreements or
understandings with respect to any significant transactions of the type referred
to above except for the transactions described herein and in documents
incorporated herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE." Any such transaction would be subject to
stockholder approval only if required under applicable law or the rules of the
NYSE.
For more information about North Fork, reference is made to the 1996 North
Fork Form 10-K which is incorporated herein by reference. See "AVAILABLE
INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Corporation for each of the following periods:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
30, YEAR ENDED DECEMBER 31,
------------------ --------------------------------------
1997 1996 1996 1995 1994 1993
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (excluding
interest on deposits).... 3.60 4.32 3.87 5.73 4.35 2.81
Raio of earnings to fixed
charges (including
interest on deposits).... 1.91 1.74 1.64 1.83 1.61 1.19
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income before income taxes, extraordinary items and
cumulative effect of changes in accounting principle, plus fixed charges
(excluding capitalized interest but including amortization of amounts previously
capitalized), less equity in undistributed earnings of companies owned less than
50 percent. Fixed charges consist of interest (including capitalized interest)
on all indebtedness, amortization of debt discount and expense, and that portion
of rental expense which the Corporation believes to be representative of
interest. A statement setting forth the computation of the unaudited ratio of
earnings to fixed charges has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
7
<PAGE> 9
DESCRIPTION OF THE CAPITAL SECURITIES
Each North Fork Capital Trust may issue, from time to time, only one series
of Capital securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of Trust of each North Fork Capital Trust
authorizes the Administrative Trustees of such North Fork Capital Trust to issue
on behalf of such North Fork Capital Trust one series of Capital Securities. The
Declaration of Trust will be qualified as an indenture under the Trust Indenture
Act. The Capital Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
Declaration of Trust or made part of the Declaration of Trust by the Trust
Indenture Act. Reference is made to the Prospectus Supplement relating to the
Capital Securities of the North Fork Capital Trust for specific terms, including
(i) the distinctive designation of such Capital Securities; (ii) the number of
Capital Securities issued by such North Fork Capital Trust; (iii) the annual
distribution rate (or method of determining such rate) for Capital Securities
issued by such North Fork Capital Trust and the date or dates upon which such
distributions shall be payable; provided, however, that distributions on such
Capital Securities shall be payable on a quarterly basis to holders of such
Capital Securities as of a record date in each quarter during which such Capital
Securities are outstanding; (iv) whether distributions on Capital Securities
issued by such North Fork Capital Trust shall be cumulative, and, in the case of
Capital Securities having such cumulative distribution rights, the date or dates
or method of determining the date or dates from which distributions on Capital
Securities issued by such North Fork Capital Trust shall be cumulative; (v) the
amount or amounts which shall be paid out of the assets of such North Fork
Capital Trust to the holders of Capital Securities of such North Fork Capital
Trust upon voluntary or involuntary dissolution, winding-up or termination of
such North Fork Capital Trust; (vi) the obligation, if any, of such North Fork
Capital Trust to purchase or redeem Capital Securities issued by such North Fork
Capital Trust the price or prices at which, the period or periods within which,
and the terms and conditions upon which, Capital Securities issued by such North
Fork Capital Trust shall be purchased or redeemed, in whole or in part, pursuant
to such obligation; (vii) the voting rights, if any, of Capital Securities
issued by such North Fork Capital Trust in addition to those required by law,
including the number of votes per Capital Security and any requirement for the
approval by the holders of Capital Securities, or of Capital Securities issued
by one or more North Fork Capital Trusts, or of both, as a condition to
specified action or amendments to the Declaration of Trust of such North Fork
Capital Trust; (viii) the terms and conditions, if any, upon which the assets of
such North Fork Capital Trust may be distributed to holders of Capital
Securities; (ix) if applicable, any securities exchange upon which the Capital
Securities shall be listed; and (x) any other relevant rights, preferences,
privileges, limitations or restrictions of Capital Securities issued by such
North Fork Capital Trust not inconsistent with the Declaration of Trust of such
North Fork Capital Trust or with applicable law. All Capital Securities offered
hereby will be guaranteed by the Corporation to the extent set forth below under
"Description of the Guarantees." Any United States Federal income tax
considerations applicable to any offering of Capital Securities will be
described in the Prospectus Supplement relating thereto.
In connection with the issuance of Capital Securities, each North Fork
Capital Trust will issue one series of Common Securities. The Declaration of
Trust of each North Fork Capital Trust authorizes the Administrative Trustees of
such trust to issue on behalf of such North Fork Capital Trust one series of
Common Securities having such terms including distributions, redemption, voting,
liquidation rights or such restrictions as shall be set forth therein. The terms
of the Common Securities issued by a North Fork Capital Trust will be
substantially identical to the terms of the Capital Securities issued by such
trust and the Common Securities will rank pari passu, and payments will be made
thereon pro rata, with the Capital Securities except that, upon an event of
default under the Declaration of Trust, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Capital Securities. Except in certain limited circumstances, the Common
Securities will also carry the right to vote to appoint, remove or replace any
of the North Fork Capital Trustees of a North Fork Capital Trust. All of the
Common Securities of each North Fork Capital Trust will be directly or
indirectly owned by the Corporation.
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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Junior Subordinated Debt Securities may be issued from time to time in one
or more series under an indenture (the "Indenture"), between the Corporation and
Bankers Trust Company, as Trustee (the "Trustee") which was filed as an exhibit
to the Registration Statement on Form S-4 (File No. 333-24419) as filed by the
Corporation and North Fork Capital Trust I with the Commission on April 2, 1997.
The terms of the Junior Subordinated Debt Securities will include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The following summary does not purport to be complete and is
subject in all respects to the provisions of, and is qualified in its entirety
by reference to, the Indenture and the Trust Indenture Act. Whenever particular
provisions or defined terms in the Indenture are referred to herein, such
provisions or defined terms are incorporated by reference herein. Section and
Article references used herein are references to provisions of the Indenture
unless otherwise noted.
GENERAL
The Junior Subordinated Debt Securities will be unsecured and will rank
junior and be subordinate in right of payment to all Senior Debt (as defined in
the Indenture). Because the Corporation is a bank holding company, the right of
the Corporation to participate in any distribution of assets of any subsidiary
upon such subsidiary's liquidation or reorganization or otherwise (and thus the
ability of holders of the Capital Securities to benefit indirectly from such
distribution), is subject to the prior claims of creditors of such subsidiary,
except to the extent that the Corporation may itself be recognized as a creditor
of such subsidiary. Accordingly, the Junior Subordinated Debt Securities will be
subordinated to all Senior Debt and effectively subordinated to all existing and
future liabilities of the Corporation subsidiaries, and holders of Junior
Subordinated Debt Securities should look only to the assets of the Corporation
for payments on the Junior Subordinated Debt Securities. The Indenture does not
limit the incurrence or issuance of other secured or unsecured debt of the
Corporation, including Senior Debt, whether under the Indenture or any existing
or other indenture that the Corporation may enter into in the future or
otherwise. See "-- Subordination." The Junior Subordinated Debt Securities are
issuable in one or more series pursuant to an Indenture supplemental to the
Indenture or a resolution of the Corporation's Board of Directors or a special
committee appointed thereby (each, a "Supplemental Indenture").
In the event Junior Subordinated Debt Securities are issued to a North Fork
Capital Trust or a trustee of such trust in connection with the issuance of
Trust Securities by such North Fork Capital Trust, such Junior Subordinated Debt
Securities subsequently may be distributed pro rata to the holders of such Trust
Securities in connection with the dissolution of such North Fork Capital Trust
upon the occurrence of certain events described in the Prospectus Supplement
relating to such Trust Securities. Only one series of Junior Subordinated Debt
Securities will be issued to a North Fork Capital Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such North Fork
Capital Trust.
Reference is made to the Prospectus Supplement relating to the particular
Junior Subordinated Debt Securities being offered thereby for the following
terms: (1) the designation of such Junior Subordinated Debt Securities; (2) the
aggregate principal amount of such Junior Subordinated Debt Securities; (3) the
percentage of their principal amount at which such Junior Subordinated Debt
Securities will be issued; (4) the date or dates on which such Junior
Subordinated Debt Securities will mature and the right, if any, to extend such
date or dates; (5) the rate or rates, if any, per annum, at which such Junior
Subordinated Debt Securities will bear interest, or the method of determination
of such rate or rates; (6) the date or dates from which such interest shall
accrue, the interest payment dates on which such interest will be payable or the
manner of determination of such interest payment dates and the record dates for
the determination of holders to whom interest is payable on any such interest
payment dates; (7) the right, if any, to extend the interest payment periods and
the duration of such extension; (8) provisions for a sinking purchase or other
analogous fund, if any; (9) the period or periods, if any, within which, the
price or prices of which, and the terms and conditions upon which such Junior
Subordinated Debt Securities may be redeemed, in whole or in part, at the option
of the Corporation or the holder; (10) the form of such Junior Subordinated Debt
Securities; and (11) any other specific terms of the Junior Subordinated Debt
Securities. Principal, premium, if any, and interest, if any, will be payable,
and the Junior Subordinated Debt Securities offered hereby will be
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transferable, at the corporate trust office of the Trustee in New York, New
York, provided that payment of interest, if any, may be made at the option of
the Corporation by check mailed to the address of the person entitled thereto as
it appears in the Security Register (as defined in the Indenture).
If a Prospectus Supplement specifies that a series of Junior Subordinated
Debt Securities is denominated in a currency or currency unit other than United
States dollars, such Prospectus Supplement shall also specify the denomination
in which such Junior Subordinated Debt Securities will be issued and the coin or
currency in which the principal, premium, if any, and interest, if any, on such
Junior Subordinated Debt Securities will be payable, which may be United States
dollars based upon the exchange rate for such other currency or currency unit
existing on or about the time a payment is due.
The Indenture contains no covenants or other provisions to afford
protection to holders of the Subordinated Debt Securities in the event of a
highly leveraged transaction or a change in control of the Corporation, except
to the limited extent described under "Consolidation, Merger, Sale of Assets and
Other Transactions" below.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Junior Subordinated Debt Securities will be represented by one or more
global certificates registered in the name of Cede & Co. as the nominee of the
Depository Trust Company ("DTC") if, and only if, distributed to the holders of
the Trust Securities. Until such time, the Junior Subordinated Debt Securities
will be registered in the name of the Trust and held by the Trustee. Should the
Junior Subordinated Debt Securities be distributed to holders of the Trust
Securities, beneficial interests in the Junior Subordinated Debt Securities will
be shown on, and transfers thereof will be effected only through, records
maintained by Participants in DTC. Except as described below, Junior
Subordinated Debt Securities in certificated form will not be issued in exchange
for the global certificates.
A global security shall be exchangeable for Junior Subordinated Debt
Securities registered in the names of persons other than Cede & Co. only if (i)
DTC notifies the Corporation that it is unwilling or unable to continue as a
depositary for such global security and no successor depositary shall have been
appointed, or if at any time DTC ceases to be a "clearing agency" registered
under the Exchange Act, at a time when DTC is required to be so registered to
act as such depositary, (ii) the Corporation in its sole discretion determines
that such global security shall be so exchangeable, or (iii) there shall have
occurred and be continuing a Debenture Event of Default (as defined below). Any
global security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for certificates registered in such names as DTC shall direct. It
is expected that such instructions will be based upon directions received by DTC
from its participants with respect to ownership of beneficial interests in such
global security. In the event that Junior Subordinated Debt Securities are
issued in certificated form, such Junior Subordinated Debt Securities will be in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof and may be transferred or exchanged only in such minimum denominations
and in the manner and at the offices described below.
Payments on Junior Subordinated Debt Securities represented by a global
security will be made to DTC, as the depositary for the Junior Subordinated Debt
Securities. In the event Junior Subordinated Debt Securities are issued in
certificated form, principal and interest will be payable, the transfer of the
Junior Subordinated Debt Securities will be registrable, and Junior Subordinated
Debt Securities will be exchangeable for Junior Subordinated Debt Securities of
other denominations of a like aggregate principal amount, at the corporate
office of the Trustee in New York, New York, or at the offices of any payment
agent or transfer agent appointed by the Corporation, provided that payment of
interest may be made at the option of the Corporation by check mailed to the
address of the persons entitled thereto or by wire transfer. In addition, if the
Junior Subordinated Debt Securities are issued in certificated form, the record
dates for payment of interest will be the 1st day of the last month of each
semi-annual period.
PAYMENT AND PAYING AGENTS
Payment of principal of (and premium, if any) and any interest on Junior
Subordinated Debt Securities will be made at the office of the Trustee in the
City of New York or at the office of any paying agent or paying
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agents as the Corporation may designate from time to time, except that at the
option of the Corporation payment of any interest may be made (except in the
case of Junior Subordinated Debt Securities in global form), (i) by check mailed
to the address of the person entitled thereto as such address shall appear in
the register for Junior Subordinated Debt Securities or (ii) by transfer to an
account maintained by the person entitled thereto as specified in such register,
provided that proper transfer instructions have been received by the relevant
Record Date (as defined in the Indenture). Payment of any interest on any Junior
Subordinated Debt Security will be made to the person in whose name such Junior
Subordinated Debt Security is registered at the close of business on the Record
Date for such interest, except in the case of defaulted interest. The
Corporation may at any time designate additional paying agents or rescind the
designation of any paying agent; however the Corporation will at all times be
required to maintain a paying agent in each place of payment for the Junior
Subordinated Debt Securities.
Any moneys deposited with the Trustee or any paying agent, or then held by
the Corporation in trust, for the payment of the principal of (and premium, if
any) or interest on any Junior Subordinated Debt Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall, at the request of the Corporation, be repaid
to the Corporation and the holder of such Junior Subordinated Debt Security
shall thereafter look, as a general unsecured creditor, only to the Corporation
for payment thereof.
RESTRICTIONS ON CERTAIN PAYMENTS
The Corporation covenants and agrees with each holder of Junior
Subordinated Debt Securities of a series issued to a North Fork Capital Trust
that it will not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Corporation's capital stock (which includes common and preferred
stock), or (ii) make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Corporation that rank
pari passu with or junior in interest to the Junior Subordinated Debt Securities
of such series or (iii) make any guarantee payments with respect to any
guarantee by the Corporation of debt securities of any subsidiary of the
Corporation if such guarantee ranks pari passu with or junior in interest to the
Junior Subordinated Debt Securities (other than (a) dividends or distributions
in common stock of the Corporation, (b) any declaration of a dividend in
connection with the implementation of a stockholders' rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the related
Guarantee, (d) purchases or acquisitions of shares of the Corporation's common
stock in connection with the satisfaction by the Corporation of its obligations
under any employee benefit plan or other contractual obligation of the
Corporation (other than a contractual obligation ranking pari passu with or
junior in interest to the Junior Subordinated Debt Securities), (e) as a result
of a reclassification of the Corporation's capital stock or the exchange or
conversion of one class or series of the Corporation's capital stock for another
class or series of the Corporation's capital stock, or (f) the purchase of
fractional interests in shares of the Corporation's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being covered or exchanged), if at such time (i) there shall have occurred a
Debenture Event of Default, (ii) the Corporation shall be in default with
respect to its payment of any obligations under the related Guarantee or (iii)
the Corporation shall have given notice of its election to begin an Extension
Period as provided in the Indenture and shall not have rescinded such notice, or
such Extension Period, or any extension thereof, shall be continuing.
The Corporation also covenants with each Holder of Junior Subordinated Debt
Securities of a series issued to a North Fork Capital Trust (i) to maintain
directly 100% ownership of the Common Securities of such North Fork Capital
Trust; provided, however, that any permitted successor of the Corporation
hereunder may succeed to the Corporation's ownership of such Common Securities,
(ii) not to voluntarily terminate, windup or liquidate such North Fork Capital
Trust, except (a) in connection with a distribution of the Junior Subordinated
Debt Securities of such series to the holders of Capital Securities in
liquidation of such North Fork Capital Trust or (b) in connection with certain
mergers, consolidations or amalgamations permitted by the related Declaration of
Trust and (iii) to use its reasonable efforts, consistent with the terms and
provisions
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of such Declaration of Trust, to cause such North Fork Capital Trust to remain
classified as a grantor trust and not an association taxable as a corporation
for United States Federal income tax purposes.
MODIFICATION OF INDENTURE
From time to time the corporation and the Trustee may, without the consent
of the holders of Junior Subordinated Debt Securities, amend, waive or
supplement the Indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies (provided that any such action
does not materially adversely affect the interest of the holders of Junior
Subordinated Debt Securities or the holders of the Capital Securities so long as
they remain outstanding) and qualifying, or maintaining the qualification of,
the Indenture under the Trust Indenture Act. The Indenture contains provisions
permitting Corporation and Trustee, with the consent of holders of not less than
a majority in principal amount of Junior Subordinated Debt Securities; provided,
however, that no such modification may, without the consent of the holder of
each outstanding Junior Subordinated Debt Security so affected, (i) change the
Stated Maturity, (as defined in the Indenture) or reduce the principal amount of
the Junior Subordinated Debt Securities or reduce the rate or extend the time of
payment of interest thereon or (ii) reduce the percentage of principal amount of
Junior Subordinated Debt Securities, the holders of which are required to
consent to any such modification of the Indenture.
In addition, the Corporation and the Trustee may execute, without the
consent of any holder of Junior Subordinated Debt Securities, any supplemental
Indenture for the purpose of creating any Other Debentures (as defined in the
Indenture).
DEBENTURE EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events with respect to each series of Junior Subordinated Debt Securities that
has occurred and is continuing constitutes a "Debenture Event of Default":
i) failure for thirty days to pay any interest on the Junior
Subordinated Debt Securities of that series when due (subject to the
deferral of any due date in the case of an Extension Period (as defined in
the Indenture)); or
ii) failure to pay any principal or premium, if any, on the Junior
Subordinated Debt Securities of that series when due, whether at maturity,
upon redemption, by declaration of acceleration or otherwise; or
iii) failure to observe or perform in any material respect certain
other covenants contained in the Indenture for ninety days after written
notice to the Corporation from the Trustee or the holders of at least 25%
in aggregate outstanding principal amount of the Junior Subordinated Debt
Securities of that Series; or
iv) certain events in bankruptcy, insolvency or reorganization of the
Corporation; or
v) in the event that Junior Subordinated Debt Securities are issued to
a North Fork Capital Trust or a trustee of such trust in connection with
the issuance of Trust Securities by such North Forth Capital Trust, the
voluntary or involuntary dissolution, winding-up or termination of such
North Fork Capital Trust, except in connection with the distribution of the
Junior Subordinated Debt Securities to the holder of Trust Securities in
liquidation of such North Fork Capital Trust, the redemption of all of the
Trust Securities of such North Fork Capital Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the related
Declaration of Trust.
The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee.
The Trustee or the holders of not less than 25% in aggregate outstanding
principal amount of the Junior Subordinated Debt Securities may declare the
principal due and payable immediately upon a Debenture Event of Default and,
should the Trustee or such holders of Junior Subordinated Debt
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Securities fail to make such declaration, the holders of at least 25% in
aggregate liquidation amount of the Capital Securities shall have such right.
The Securities may annul such declaration and waive the default if the default
(other than the non-payment of the principal of the Junior Subordinated Debt
Securities which has become due solely by such acceleration) has been cured and
a sum sufficient to pay all matured installations of interest and principal due
otherwise than by acceleration has been deposited with the Trustee. Should the
holders of Junior Subordinated Debt Securities fail to annul such declaration
and waive such default, the holders of a majority in aggregate liquidation
amount of the Capital Securities shall have such right.
The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities affected thereby may, on behalf of the
holders of all the Junior Subordinated Debt Securities, waive any past default,
except a default in the payment of principal of (or premium, if any) or interest
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee) or a default in respect of a covenant or
provision which under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Junior Subordinated Debt Security.
Should the holders of such Junior Subordinated Debt Securities fail to annul
such declaration and waive such default, the holders of a majority in aggregate
liquidation amount of the Capital Securities shall have such right. The
Corporation is required to file annually with the Trustee a certificate as to
whether or not the Corporation is in compliance with all the conditions and
covenants applicable to it under the Indenture.
In case a Debenture Event of Default shall occur and be continuing, the
Trustee will have the right to declare the principal of and the interest on the
Junior Subordinated Debt Securities, and any other amounts payable under the
Indenture, to be forthwith due and payable and to enforce its other rights as a
creditor with respect to the Junior Subordinated Debt Securities.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES
If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Corporation to pay interest or
principal on the Junior Subordinated Debt Securities on the date such interest
or principal is otherwise payable, a holder of Capital Securities may institute
a Direct Action (as defined in the Indenture). The Corporation may not amend the
Indenture to remove the foregoing right to bring a Direct Action without the
prior written consent of the holders of all of the Capital Securities.
Notwithstanding any payments made to a holder of Capital Securities by the
Corporation in connection with a Direct Action, the Corporation shall remain
obligated to pay the principal of or interest on the Junior Subordinated Debt
Securities, and the Corporation shall be subrogated to the rights of the holder
of such Capital Securities with respect to payments on the Capital Securities to
the extent of any payments made by the Corporation to such holder in any Direct
Action.
The holders of the Capital Securities will not be able to exercise directly
any remedies, other than those set forth in the preceding paragraph, available
to the holders of the Junior Subordinated Debt Securities unless there shall
have been an Event of Default under the applicable Declaration of Trust.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
The Indenture provides that the Corporation shall not consolidate with or
merge with or into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge with or into the Corporation or convey, transfer or
lease its properties and assets substantially as an entirety to the Corporation,
unless (i) in case the Corporation consolidates with or merges with or into
another Person or conveys or transfers its properties and assets substantially
as an entirety to any Person, the successor Person is organized under the laws
of the United States or any state or the District of Columbia, and such
successor Person expressly assumes the Corporation's obligations on the Junior
Subordinated Debt Securities issued under the Indenture; (ii) immediately after
giving effect thereto, no Debenture Event of Default, and no event which, after
notice or lapse of time or both, would become a Debenture Event of Default,
shall have occurred and be continuing; (iii) such transaction is permitted under
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the applicable Declaration and the applicable Guarantee and does not give rise
to any breach or violation of the applicable Declaration or the applicable
Guarantee; and (iv) certain other conditions as prescribed in the Indenture are
met.
The general provisions of the Indenture do not afford holders of the Junior
Subordinated Debt Securities protection in the event of a highly leveraged or
other transaction involving the Corporation that may adversely affect holders of
the Junior Subordinated Debt Securities.
SUBORDINATION
The Junior Subordinated Debt Securities will be subordinated and junior in
right of payment to certain other indebtedness of the Corporation to the extent
set forth in the applicable Prospectus Supplement.
RESTRICTIONS ON TRANSFER
Unless otherwise provided in a Prospectus Supplement, the Junior
Subordinated Debt Securities will be issued, and may be transferred only, in
minimum denominations of not less than $1,000 and multiples of $1,000 in excess
thereof. Any transfer, sale or other disposition of Junior Subordinated Debt
Securities in a denomination of less than $1,000 shall be deemed to be void and
of no legal effect whatsoever. Any such transferee shall be deemed not to be the
holder of such Junior Subordinated Debt Securities for any purpose, including
but not limited to the receipt of payments on such Junior Subordinated Debt
Securities, and such transferee shall be deemed to have no interest whatsoever
in such Junior Subordinated Debt Securities.
GOVERNING LAW
The Indenture and the Junior Subordinated Debt Securities will be governed
by and construed in accordance with the laws of the State of New York.
INFORMATION CONCERNING THE TRUSTEE
The Corporation may have normal banking relationships with the Trustee in
the ordinary course of business.
DESCRIPTION OF THE GUARANTEES
Set forth below is a summary of information concerning the Guarantees which
will be executed and delivered by the Corporation for the benefit of the holders
from time to time of Capital Securities. Each Guarantee will be qualified as an
indenture under the Trust Indenture Act. Bankers Trust Company will act as
indenture trustee under each Guarantee (the "Guarantee Trustee"). The terms of
each Guarantee will be those set forth in such Guarantee and those made part of
such Guarantee by the Trust Indenture Act. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the form of Guarantee, which is filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
the Trust Indenture Act. Each Guarantee will be held by the Guarantee Trustee
for the benefit of the holders of the Capital Securities of the applicable North
Fork Capital Trust.
GENERAL
Pursuant to each Guarantee, the Corporation will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full to the
holders of the Capital Securities issued by a North Fork Capital Trust, the
Guarantee Payments (as defined herein) (except to the extent paid by such North
Fork Capital Trust), as and when due, regardless of any defense, right of
set-off or counterclaim which such North Fork Capital Trust may have or assert.
The following payments with respect to Capital Securities issued by a North Fork
Capital Trust, to the extent not paid by such North Fork Capital Trust (the
"Guarantee Payments"), will be subject to the Guarantee thereon (without
duplication): (i) any accrued and unpaid distributions which are required to be
paid on such Capital Securities, to the extent such North Fork Capital Trust
shall have funds available
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therefor; (ii) the redemption price, including all accrued and unpaid
distributions (the "Redemption Price"), to the extent such North Fork Capital
Trust has funds available therefor, with respect to any Capital Securities
called for redemption by such North Fork Capital Trust and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of such North
Fork Capital Trust (other than in connection with the distribution of the assets
of such North Fork Capital Trust to the holders of Capital Securities or the
redemption of all of the Capital Securities), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid distributions on such Capital
Securities to the date of payment, to the extent such North Fork Capital Trust
has funds available therefor and (b) the amount of assets of such North Fork
Capital Trust remaining available for distribution to holders of such Capital
Securities in liquidation of such North Fork Capital Trust. The Corporation's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Corporation to the holders of Capital Securities or by
causing the applicable North Fork Capital Trust to pay such amounts to such
holders.
Each Guarantee will be a full and unconditional guarantee with respect to
the Capital Securities issued by the applicable North Fork Capital Trust, but
will not apply to any payment of distributions except to the extent such North
Fork Capital Trust shall have funds available therefor. If the Corporation does
not make interest payments on the Junior Subordinated Debt Securities purchased
by a North Fork Capital Trust, such North Fork Capital Trust will not pay
distributions on the Capital Securities issued by such North Fork Capital Trust
and will not have funds available therefor.
The Corporation has also agreed separately to irrevocably and
unconditionally guarantee the obligations of the North Fork Capital Trusts with
respect to the Common Securities (the "Common Securities Guarantees") to the
same extent as the Guarantees, except that upon an event of default under the
Indenture, holders of Capital Securities shall have priority over holders of
Common Securities with respect to distributions and payments on liquidation,
redemption or otherwise.
STATUS OF THE GUARANTEES
The Guarantees will constitute unsecured obligations of the Corporation and
will rank subordinate and junior in right of payment to all Senior Debt in the
same manner as Junior Subordinated Debt Securities.
Each Guarantee will rank pari passu with all Other Guarantees (as defined
therein) issued by the Corporation. The Guarantees will constitute a guarantee
of payment and not of collection (i.e., the guaranteed party may institute a
legal proceeding directly against the Corporation to enforce its rights under
the Guarantee without first instituting a legal proceeding against any other
person or entity). Each Guarantee will be held for the benefit of the holders of
the Capital Securities. The Guarantees will not be discharged except by payment
of the Guarantee Payments in full to the extent not paid by the applicable North
Fork Capital Trust or upon distribution to the holders of the Capital Securities
of the Junior Subordinated Debt Securities. The Guarantee does not place a
limitation on the amount of additional Senior Debt that may be incurred by the
Corporation. The Corporation expects from time to time to incur additional
indebtedness constituting Senior Debt.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not materially adversely affect
the rights of holders of the Capital Securities (in which case no vote will be
required), each Guarantee may not be amended without the prior approval of the
holders of not less than a majority of the aggregate liquidation amount of such
outstanding Capital Securities. The manner of obtaining any such approval will
be as set forth in an accompanying Prospectus Supplement. All guarantees and
agreements contained in a Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Corporation and shall inure to
the benefit of the holders of the Capital Securities then outstanding.
EVENTS OF DEFAULT
An event of default under a Guarantee will occur upon the failure of the
Corporation to perform any of its payment or other obligations thereunder;
provided, however, that except with respect to a default in payment
15
<PAGE> 17
of any Guarantee Payment, the Corporation shall have received notice of default
and shall not have cured such default within 60 days after receipt of such
notice. The holders of not less than a majority in aggregate liquidation amount
of the Capital Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of a Guarantee or to direct the exercise of any trust or power conferred
upon the Guarantee Trustee under a Guarantee.
Any holder of the Capital Securities may institute a legal proceeding
directly against the Corporation to enforce its rights under a Guarantee without
first instituting a legal proceeding against the applicable North Fork Capital
Trust, the Guarantee Trustee or any other person or entity.
The Corporation, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Corporation is in
compliance with all the conditions and covenants applicable to it under each
Guarantee.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
Each Guarantee provides that the Corporation shall not consolidate with or
merge with or into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge with or into the Corporation or convey, transfer or
lease its properties and assets substantially as an entirety to the Corporation,
unless (i) in case the Corporation consolidates with or merges with or into
another Person or conveys or transfers its properties and assets substantially
as an entirety to an Person, the successor Person is organized under the laws of
the United States or any state or the District of Columbia and such successor
Person expressly assumes the Corporation's obligations on such Guarantee; (ii)
immediately after giving effect thereto, no event of default under such
Guarantee, and no event which, after notice or lapse of time or both, would
become an event of default under such Guarantee, shall have happened and be
continuing; (iii) such transaction is permitted under the applicable Declaration
of Trust and Indenture and does not give rise to any breach or violation of the
applicable Declaration of Trust or Indenture; and (iv) certain other conditions
as prescribed in such Guarantee are met.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance of
a default by the Corporation in performance of a Guarantee, undertakes to
perform only such duties as are specifically set forth in such Guarantee and,
after default with respect to such Guarantee, must exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the power vested in it by a Guarantee at the
request of any holder of Capital Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby.
TERMINATION
Each Guarantee will terminate and be of no further force and effect upon
full payment of the applicable Redemption Price of the Capital Securities issued
by the applicable North Fork Capital Trust or upon distribution of Junior
Subordinated Debt Securities to the holders of the Capital Securities. Each
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Capital Securities issued by the applicable
North Fork Capital Guarantee.
GOVERNING LAW
The Guarantees will be governed by and construed in accordance with the
laws of the State of New York.
16
<PAGE> 18
PLAN OF DISTRIBUTION
The Corporation may sell the Junior Subordinated Debt Securities and any
North Fork Capital Trust may sell Capital Securities in any of, or any
combination of, the following ways: (i) directly to purchasers; (ii) through
agents, (iii) through underwriters, and (iv) through dealers.
Offers to purchase Offered Securities may be solicited directly by the
Corporation and/or any North Fork Capital Trust, as the case may be, or by
agents designated by the Corporation and/or any North Fork Capital Trust, as the
case may be, from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, involved in
the offer or sale of the Offered Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Corporation to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting in a best
efforts basis for the period of its appointment (ordinarily five business days
or less). Agents, dealers and underwriters may be customers of, engage in
transactions with, or perform services for the Corporation in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale, the Corporation
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make releases of the Offered Securities in respect of which this
Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, the Corporation and/or any North Fork
Capital Trust, as the case may be, will sell such Offered Securities to the
dealer, as principal. The dealer may then resell such Offered Securities to the
public at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement.
Agents, underwriters, and dealers may be entitled under the relevant
agreements to indemnification by the Corporation and/or any North Fork Capital
Trust, as the case may be, against certain liabilities, including liabilities
under the Securities Act of 1933.
The place and time of delivery for the Offered Securities in respect of
which this Prospectus is delivered are set forth in the Prospectus Supplement.
VALIDITY OF SECURITIES
Certain matters relating to the validity of the Capital Securities, the
Junior Subordinated Debt Securities and the Guarantees and certain matters
relating thereto will be passed upon on behalf of the Corporation and the North
Fork Capital Trusts by Skadden, Arps, Slate, Meagher & Flom LLP, special counsel
to the Corporation and the North Fork Capital Trusts. Certain United States
Federal income taxation matters will be passed upon for the Corporation and the
North Fork Capital Trusts by Skadden, Arps, Slate, Meagher & Flom LLP, special
tax counsel to the Corporation and the North Fork Capital Trusts.
ACCOUNTANTS
The consolidated financial statements of North Fork Bancorporation, Inc.
and subsidiaries as of December 31, 1996 and 1995 and for each of the years in
the three year period ended December 31, 1996, included in the Corporation's
1996 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 the Corporation's 1996 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 Branford Savings Bank as of
September 30, 1996 and 1995 and for each of the years in the three-year period
ended September 30, 1996, included in Branford's 1996 Form 10-K and 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 Seward & Monde, independent auditors, included in Branford's
1996 Form 10-K and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
17
<PAGE> 19
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE
HEREBY EXCEPT AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, NO SUCH INFORMATION OR
REPRESENTATIONS SHOULD BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR THE TRUSTS, OR ANY OF THEIR RESPECTIVE AGENTS. NEITHER THE
DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE
AFFAIRS OF THE CORPORATION OR THE TRUSTS SINCE THE DATE HEREOF. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information..................
Incorporation of Certain Documents by
Reference............................
Use of Proceeds........................
The Trusts.............................
North Fork.............................
Ratio of Earnings to Fixed Charges.....
Description of the Capital
Securities...........................
Description of the Junior Subordinated
Debt Securities......................
Description of the Guarantee...........
Plan of Distribution...................
Validity of Securities.................
Accountants............................
</TABLE>
$
NORTH FORK CAPITAL TRUST II
NORTH FORK CAPITAL TRUST III
CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER
CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY
GUARANTEED, AS DESCRIBED
HEREIN, BY
NORTH FORK
BANCORPORATION, INC.
SALOMON BROTHERS INC
KEEFE, BRUYETTE & WOODS, INC.
PROSPECTUS
DATED NOVEMBER _ , 1997
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement....................................... $ *
Legal Fees and Expenses..................................................... *
Accounting Fees and Expenses................................................ *
Blue Sky Fees and Expenses.................................................. *
Printing and Engraving Fees................................................. *
Trustee's expenses.......................................................... *
Fees of rating agencies..................................................... *
NYSE Listing Fee............................................................ *
Miscellaneous............................................................... *
Total....................................................................... $ *
</TABLE>
- ---------------
* To be supplied by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the State of
Delaware, each director and officer of the Corporation may be indemnified by the
Corporation against expenses (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceedings in which he is involved by reason of the fact that he is or was a
director or officer of the Corporation if he acted in good faith and in a manner
that 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, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Corporation, the director or
officer may not be indemnified in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Corporation unless a court determines
otherwise.
In addition, the Corporation maintains a Directors' and Officers' policy.
Article Seventh of the Restated Certificate of Incorporation of the
Corporation and Article IX of the Bylaws of the Corporation provides that, to
the fullest extent permitted by law, directors of the Corporation will not be
liable for monetary damages to the Corporation or its stockholders for breaches
of their fiduciary duties.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement (notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee"
II-1
<PAGE> 21
table in the effective registration statement); and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
Provided, however, that (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those items is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference to this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrants hereby further undertake 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.
Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of a Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15 (d) of the Exchange) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of each
undersigned Registrant pursuant to the provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by each undersigned Registrant
of expenses incurred or paid by a director, officer of controlling person of
each Registrant 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, each Registrant will, unless in the opinion of its
counsel the matter has been settled by the controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-2
<PAGE> 22
SIGNATURES
Each person whose signature appears below hereby constitutes and appoints
the Chairman, the President and Chief Executive Officer, the Executive Vice
President and Chief Financial Officer or the Secretary, or any of them, acting
alone, as his true and lawful attorney-in-fact, with full power and authority to
execute in the name, place and state of each such person in any and all
capacities and to file an amendment or amendments to the Registration Statement
(and all exhibits thereto) and any documents relating thereto, which amendments
may make such changes in the Registration Statement as said officer or officers
so acting deem(s) advisable.
Pursuant to the requirements of the Securities Act of 1933, North Fork
Bancorporation, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, in the State of New York, as of the
14th day of November, 1997.
NORTH FORK BANCORPORATION, INC.
By /s/ JOHN A. KANAS
------------------------------------
John A. Kanas
Chairman, President and Chief
Executive 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 as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
/s/ JOHN A. KANAS President, Chief Executive November 14, 1997
- ------------------------------------------ Officer and Chairman of the
John A. Kanas Board
/s/ DANIEL M. HEALY Executive Vice President and November 14, 1997
- ------------------------------------------ Chief Financial Officer
Daniel M. Healy
/s/ JOHN BOHLSEN Vice Chairman of the Board November 14, 1997
- ------------------------------------------
John Bohlsen
/s/ THOMAS M. O'BRIEN Vice Chairman of the Board November 14, 1997
- ------------------------------------------
Thomas M. O'Brien
/s/ IRVIN L. CHERASHORE Director November 14, 1997
- ------------------------------------------
Irvin L. Cherashore
/s/ ALLAN C. DICKERSON Director November 14, 1997
- ------------------------------------------
Allan C. Dickerson
/s/ LLOYD A. GERARD Director November 14, 1997
- ------------------------------------------
Lloyd A. Gerard
/s/ JAMES F. REEVE Director November 14, 1997
- ------------------------------------------
James F. Reeve
</TABLE>
II-3
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
/s/ GEORGE H. ROWSOM Director November 14, 1997
- ------------------------------------------
George H. Rowsom
/s/ RAYMOND W. TERRY Director November 14, 1997
- ------------------------------------------
Raymond W. Terry
/s/ KURT R. SCHMELLER Director November 14, 1997
- ------------------------------------------
Kurt R. Schmeller
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, North Fork
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, and State of New York, as of the 14th
day of November, 1997.
NORTH FORK CAPITAL TRUST II
By: /s/ DANIEL M. HEALY
------------------------------------
Daniel M. Healy
as Administrative Trustee
By: /s/ JOHN N. DIGIACOMO
------------------------------------
John N. DiGiacomo
as Administrative Trustee
Pursuant to the requirements of the Securities Act of 1933, North Fork
Capital Trust III certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, and State of New York, as of the 14th
day of November, 1997.
NORTH FORK CAPITAL TRUST III
By: /s/ DANIEL M. HEALY
------------------------------------
Daniel M. Healy
as Administrative Trustee
By: /s/ JOHN N. DIGIACOMO
------------------------------------
John N. DiGiacomo
as Administrative Trustee
II-4
<PAGE> 24
EXHIBIT INDEX
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------
<C> <C> <S>
1 -- Form of Underwriting Agreement for offering of Capital Securities*
4.1 -- Indenture of North Fork Bancorporation, Inc. relating to the Junior Subordinated
Debt Securities (incorporated herein by reference to the Registration Statement
on Form S-4 (File No. 333-24419) filed with the Commission on April 2, 1997)
4.2 -- Form of Supplemental Indenture to be used in connection with the issuance of
Junior Subordinated Debt Securities, and Capital Securities*
4.3 -- Form of Certificate of Junior Subordinated Debt Securities*
4.4 -- Certificate of Trust of North Fork Capital Trust II
4.5 -- Declaration of Trust of North Fork Capital Trust II
4.6 -- Certificate of Trust of North Fork Capital Trust III
4.7 -- Declaration of Trust of North Fork Capital Trust III
4.8 -- Form of Amended and Restated Declaration of Trust for North Fork Capital Trust
II*
4.9 -- Form of Amended and Restated Declaration of Trust for North Fork Capital Trust
III*
4.10 -- Form of Capital Security Certificate for North Fork Capital Trust II*
4.11 -- Form of Capital Security Certificate for North Fork Capital Trust III*
4.12 -- Form of Guarantee Agreement of North Fork Bancorporation, Inc. relating to the
Capital Securities*
5.1 -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP to North Fork
Bancorporation, Inc. as to legality of the Capital Securities to be issued by
North Fork Capital Trust II and North Fork Capital Trust III, the Junior
Subordinated Debt Securities and the Guarantee to be issued by North Fork
Bancorporation, Inc.*
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to
North Fork Bancorporation, Inc., as to the certain Federal income tax matters*
12.1 -- Computation of ratio of earnings to fixed charges (excluding interest on
deposits)*
12.2 -- Computation of ratio of earnings to fixed charges (including interest on
deposits)*
23.1 -- Consent of KPMG Peat Marwick LLP*
23.2 -- Consent of Seward & Monde*
23.3 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)*
24 -- Power of Attorney of certain officers and directors of North Fork
Bancorporation, Inc. (included as Pages II-3 and II-4 hereof)
25.1 -- Form T-1 Statement of Eligibility of Bankers Trust Company to act as trustee
under the Indenture, and the Amended and Restated Declarations of Trust of North
Fork Capital Trust III and North Fork Capital Trust III and the Guarantees for
the benefit of the holders of Capital Securities of North Fork Capital Trust II
and North Fork Capital Trust III*
</TABLE>
- ---------------
* To be filed by amendment.
II-5
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE OF TRUST
The undersigned, the trustees of North Fork Capital Trust II, desiring to
form a business trust pursuant to the Delaware Business Trust Act, 12 Del.
C.sec. 3801 et seq, hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "North Fork Capital Trust II."
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Bankers Trust (Delaware)
1011 Centre Road
Suite 200
Wilmington, Delaware 19805-1266
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: November 12, 1997
<TABLE>
<S> <C>
/s/ DANIEL M. HEALY
-----------------------------------------------
Name: Daniel M. Healy, as Administrative
Trustee
/s/ JOHN N. DIGIACOMO
-----------------------------------------------
Name: John N. DiGiacomo, as Administrative
Trustee
BANKERS TRUST (DELAWARE),
as Trustee
By: /s/ M. LISA WILKINS
-----------------------------------------------
Name: M. Lisa Wilkins
Title: Assistant Secretary
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4.5
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of November 12, 1997, among (i) North
Fork Bancorporation, Inc., a Delaware corporation, as "Depositor", (ii) Bankers
Trust (Delaware), a Delaware banking corporation, not in its individual capacity
but solely as trustee of the Trust (the "Delaware Trustee"), (iii) Daniel M.
Healy, an individual employed by the Depositor, not in his individual capacity
but solely as an administrative trustee of the trust, and (iv) John DiGiacomo,
an individual employed by the Depositor, not in his individual capacity but
solely as an administrative trustee of the trust (each of such trustees in (ii),
(iii) and (iv) a "Trustee" and collectively, "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as North Fork Capital Trust II
(the "Trust"), in which name the Trustee, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital Securities and Common Securities referred to therein. Prior to the
execution and delivery of such Amended and Restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to prepare a final prospectus (the
"Prospectus") in relation to the offering and sale of the Capital Securities;
(ii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as the Depositor, on behalf of the Trust,
may deem necessary or desirable to register the Capital Securities under the
securities or "Blue Sky" laws; and (iii) to execute on behalf of the Trust
Purchase Agreement with one or more initial purchasers relating to the offering
of the Capital Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Trustees may resign upon thirty days' prior notice to the Depositor.
7. The recitals contained in this Declaration of Trust shall be taken as
statements of the Depositor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to
II-7
<PAGE> 2
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration of Trust.
8. (a) The Delaware Trustee shall not be liable, responsible or accountable
for damages or otherwise to the Trust, the Depositor, the other Trustees or any
holder of the Capital Securities for a loss, damage or claim incurred by reason
of any act or omission performed or omitted by the Delaware Trustee in good
faith on behalf of the Trust and in a manner the Delaware Trustee reasonably
believed to be within the scope of authority conferred on the Delaware Trustee
by this Declaration or by law, except that the Delaware Trustee shall be liable
for any such loss, damage or claim incurred by reason of the Delaware Trustee's
gross negligence or willful misconduct with respect to such acts or omissions.
(b) The Delaware Trustee shall be fully protected in relying in good faith
upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any person as to matters the Delaware
Trustee reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Trust, including information, opinions, reports or statements as to the
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Capital Securities might properly be paid.
9. The Depositor agrees, to the fullest extent permitted by applicable law,
from the date hereof until the Depositor and the Trustees enter into the Amended
and Restated Declaration of Trust:
(a) to indemnify and hold harmless the Delaware Trustee, or any of its
officers, directors, shareholders, employees, representatives or agents, from
and against any loss, damage, liability, tax penalty, expense or claim of any
kind or nature whatsoever incurred by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by the
Delaware Trustee in good faith on behalf of the Trust in a manner reasonably
believed to be within the scope of authority conferred on the Delaware Trustee
by this Declaration of Trust, except that the Delaware Trustee shall not be
entitled to be indemnified in respect of any loss, damage or claim incurred by
reason of its gross negligence or willful misconduct with respect to such acts
or omissions; and
(b) to advance expenses (including the fees and expenses of counsel)
incurred by the Delaware Trustee in defending any claim, demand, action, suit or
proceeding from time to time, prior to the final disposition of such claim,
demand, action, suit or proceeding.
10. The provisions of Section 9 shall survive the termination of this
Declaration of Trust or the earlier resignation or removal of the Delaware
Trustee.
11. The Trust may terminate without issuing any Capital Securities at the
election of the Depositor.
12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
II-8
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly exercised as of the day and year first written above.
NORTH FORK BANCORPORATION, INC.,
as Depositor
By: /s/ DANIEL M. HEALY
------------------------------------
Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST (DELAWARE),
not in its individual capacity but
solely as Trustee
By: /s/ M. LISA WILKINS
------------------------------------
Name: M. Lisa Wilkins
Title: Assistant Secretary
DANIEL M. HEALY,
not in his individual capacity but
solely as Administrative Trustee
/s/ DANIEL M. HEALY
--------------------------------------
JOHN N. DIGIACOMO,
not in his individual capacity but
solely as Administrative Trustee
/s/ JOHN N. DIGIACOMO
--------------------------------------
II-9
<PAGE> 1
EXHIBIT 4.6
CERTIFICATE OF TRUST
The undersigned, the trustees of North Fork Capital Trust III, desiring to
form a business trust pursuant to the Delaware Business Trust Act, 12 Del. C.
sec. 3801 et seq, hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "North Fork Capital Trust III."
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Bankers Trust (Delaware)
1011 Centre Road
Suite 200
Wilmington, Delaware 19805-1266
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: November 12, 1997
<TABLE>
<S> <C>
/s/ DANIEL M. HEALY
-----------------------------------------------
Name: Daniel M. Healy, as Administrative
Trustee
/s/ JOHN N. DIGIACOMO
-----------------------------------------------
Name: John N. DiGiacomo, as Administrative
Trustee
BANKERS TRUST (DELAWARE),
as Trustee
By: /s/ M. LISA WILKINS
-----------------------------------------------
Name: M. Lisa Wilkins
Title: Assistant Secretary
</TABLE>
II-10
<PAGE> 1
EXHIBIT 4.7
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of November 12, 1997, among (i) North
Fork Bancorporation, Inc., a Delaware corporation, as "Depositor", (ii) Bankers
Trust (Delaware), a Delaware banking corporation, not in its individual capacity
but solely as trustee of the Trust (the "Delaware Trustee"), (iii) Daniel M.
Healy, an individual employed by the Depositor, not in his individual capacity
but solely as an administrative trustee of the trust, and (iv) John DiGiacomo,
an individual employed by the Depositor, not in his individual capacity but
solely as an administrative trustee of the trust (each of such trustees in (ii),
(iii) and (iv) a "Trustee" and collectively, "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as North Fork Capital Trust III
(the "Trust"), in which name the Trustee, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital Securities and Common Securities referred to therein. Prior to the
execution and delivery of such Amended and Restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to prepare a final prospectus (the
"Prospectus") in relation to the offering and sale of the Capital Securities;
(ii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as the Depositor, on behalf of the Trust,
may deem necessary or desirable to register the Capital Securities under the
securities or "Blue Sky" laws; and (iii) to execute on behalf of the Trust
Purchase Agreement with one or more initial purchasers relating to the offering
of the Capital Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Trustees may resign upon thirty days' prior notice to the Depositor.
II-11
<PAGE> 2
7. The recitals contained in this Declaration of Trust shall be taken as
statements of the Depositor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration of Trust.
8. (a) The Delaware Trustee shall not be liable, responsible or accountable
for damages or otherwise to the Trust, the Depositor, the other Trustees or any
holder of the Capital Securities for a loss, damage or claim incurred by reason
of any act or omission performed or omitted by the Delaware Trustee in good
faith on behalf of the Trust and in a manner the Delaware Trustee reasonably
believed to be within the scope of authority conferred on the Delaware Trustee
by this Declaration or by law, except that the Delaware Trustee shall be liable
for any such loss, damage or claim incurred by reason of the Delaware Trustee's
gross negligence or willful misconduct with respect to such acts or omissions.
(b) The Delaware Trustee shall be fully protected in relying in good faith
upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any person as to matters the Delaware
Trustee reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Trust, including information, opinions, reports or statements as to the
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Capital Securities might properly be paid.
9. The Depositor agrees, to the fullest extent permitted by applicable law,
from the date hereof until the Depositor and the Trustees enter into the Amended
and Restated Declaration of Trust:
(a) to indemnify and hold harmless the Delaware Trustee, or any of its
officers, directors, shareholders, employees, representatives or agents, from
and against any loss, damage, liability, tax penalty, expense or claim of any
kind or nature whatsoever incurred by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by the
Delaware Trustee in good faith on behalf of the Trust in a manner reasonably
believed to be within the scope of authority conferred on the Delaware Trustee
by this Declaration of Trust, except that the Delaware Trustee shall not be
entitled to be indemnified in respect of any loss, damage or claim incurred by
reason of its gross negligence or willful misconduct with respect to such acts
or omissions; and
(b) to advance expenses (including the fees and expenses of counsel)
incurred by the Delaware Trustee in defending any claim, demand, action, suit or
proceeding from time to time, prior to the final disposition of such claim,
demand, action, suit or proceeding.
10. The provisions of Section 9 shall survive the termination of this
Declaration of Trust or the earlier resignation or removal of the Delaware
Trustee.
11. The Trust may terminate without issuing any Capital Securities at the
election of the Depositor.
12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
II-12
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly exercised as of the day and year first written above.
NORTH FORK BANCORPORATION, INC.,
as Depositor
By: /s/ DANIEL M. HEALY
------------------------------------
Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST (DELAWARE),
not in its individual capacity but
solely as Trustee
By: /s/ M. LISA WILKINS
------------------------------------
Name: M. Lisa Wilkins
Title: Assistant Secretary
DANIEL M. HEALY,
not in his individual capacity but
solely as Administrative Trustee
/s/ DANIEL M. HEALY
--------------------------------------
JOHN N. DIGIACOMO,
not in his individual capacity but
solely as Administrative Trustee
/s/ JOHN N. DIGIACOMO
--------------------------------------
II-13
