As filed with the Securities and Exchange Commission on June 15, 1998.
Registration No. 333-[ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NORTH FORK BANCORPORATION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6712 11-135410
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization Code Number)
------------
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 844-1004
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-----------
JOHN ADAM KANAS
PRESIDENT
NORTH FORK BANCORPORATION INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 844-1004
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agents for Service)
Copy to:
WILLIAM S. RUBENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
-------------
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 being
offered pursuant to dividend or interest reinvestment plans, 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 (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans,
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 statement number of
the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
(Cover continued on next page.)
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.
(Continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount of shares Proposed Maximum Proposed Maximum Amount of
Securities to be to be Aggregate Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee (3)
- ------------------------ ---------------- ---------------- ------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par 362,111 $25.8125 $9,345,991 $2758
value, of North Fork
Bancorporation, Inc.,
including the Preferred
Stock Purchase Rights
attached thereto (2)
</TABLE>
- ----------------
(1) Estimated for the sole purpose of computing the registration fee
pursuant to Rule 457(c) under the Securities Act.
(2) The rights to purchase Series A Junior Participating Preferred Stock
(the "Preferred Stock Purchase Rights") initially are attached to and
trade with all shares of Common Stock outstanding as of, and issued
subsequent to, March 13, 1989, pursuant to the terms of the Company's
Rights Agreement, dated as of February 28, 1989. Until the occurrence
of certain prescribed events, the Preferred Stock Purchase Rights are
not exercisable, are evidenced by the certificates for the Common
Stock and will be transferred only with the Common Stock. The value
attributable to the Preferred Stock Purchase Rights, if any, is
reflected in the market price of the Common Stock.
(3) Calculated pursuant to Rule 457(c) under the Securities Act.
[FLAG]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 15, 1998
PROSPECTUS
------------------
NORTH FORK BANCORPORATION, INC.
362,111 SHARES OF COMMON STOCK
PAR VALUE $2.50 PER SHARE
------------------
This Prospectus relates to up to 362,111 shares (the "Shares")
of the common stock, par value $2.50 per share (the "Common Stock"), of
North Fork Bancorporation, Inc. (the "Company") which may be offered from
time to time by the selling stockholder named herein (the "Selling
Stockholder"). The Company will receive no part of the proceeds from sales
of the Shares offered hereby. The Shares are listed on the New York Stock
Exchange ("NYSE") under the symbol "NFB." On June 15, 1998, the
closing price of the Common Stock on the NYSE was $25 per share.
The Shares may be offered for sale from time to time by the Selling
Stockholder, or by certain other persons who are named in an amendment or
supplement to this Prospectus, in one or more transactions described herein
on the NYSE or on any other securities exchange on which the Common Stock
is traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices or at negotiated
prices. See "Plan of Distribution" herein. The price at which any of the
Shares of Common Stock may be sold, and the commissions, if any, paid in
connection with such sale, may vary from transaction to transaction.
The Company will bear all expenses incurred in connection with the
offering of the Shares pursuant to this Prospectus other than the fees and
expenses of counsel to the Selling Stockholder, underwriting discounts and
commissions, brokerage fees and similar compensation.
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 SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY.
------------------
The date of this Prospectus is , 1998
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS 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 COMPANY OR BY ANY AGENT,
DEALER OR UNDERWRITER. THIS PROSPECTUS DOES 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. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
AVAILABLE INFORMATION
This Prospectus constitutes part of the Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Shares offered hereby.
This Prospectus does not contain all information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Securities offered hereby.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center,
13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp
Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can also be obtained at prescribed rates by writing
to the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Such information may also be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). In addition, such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
on which exchange securities of the Company are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(3) The Company's Current Reports on Form 8-K, filed with the
Commission on January 16, 1997, March 25, 1998, April 2, 1998 and
May 20, 1998;
(4) The Company's Registration Statement on Form 8-A, filed with the
Commission on February 9, 1990, as amended by Amendment No. 1 on
Form 8, filed with Commission on February 22, 1990, describing
the Common Stock, including any further amendment or reports
filed for the purpose of updating such description; and
(5) The Company's Registration Statement on Form 8-A, filed with the
Commission on March 1, 1989, as amended by Amendment No. 1 on
Form 8, filed with the Commission on March 21, 1989, describing
the rights to purchase Series A Junior Participating Preferred
Stock that are attached to the Common Stock, including any
further amendment or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company 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 deemed to be incorporated by reference into this Prospectus and to
be a part of this Prospectus from the date of filing of such document. Any
statement contained herein or 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 to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
As used herein, the terms "Prospectus" and "herein" mean this
Prospectus including the documents incorporated or deemed to be
incorporated herein by reference, as the same may be amended, supplemented
or otherwise modified from time to time. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein do not purport to be complete, and where reference is made to the
particular provisions of such contract or other document, such provisions
are qualified in all respects by reference to all of the provisions of such
contract or other document. The Company will provide without charge to any
person to whom this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the foregoing documents
incorporated by reference herein (other than exhibits not specifically
incorporated by reference into the texts of such documents). Requests for
such documents should be directed to: Investor Relations, North Fork
Bancorporation, Inc., 275 Broad Hollow Road, Melville, NY 11747. Telephone
requests may be directed to Investor Relations at (516) 844-1259.
THE COMPANY
The principal executive offices of the Company are located at 275
Broad Hollow Road, Melville, New York 11747 and its telephone number is
(516) 844-1004.
USE OF PROCEEDS
The Shares offered hereby are being sold solely for the account of
the Selling Stockholder. Therefore, the Company will not receive the
proceeds of this offering.
THE ACQUISITION
On June 3, 1998, the Company issued the Shares to the Selling
Stockholder pursuant to the Agreement and Plan of Merger, dated as of May
11, 1998 (the "Merger Agreement"), among the Company, Amivest Corporation,
a Delaware corporation ("Amivest"), and the Selling Stockholder, in
connection with the acquisition of Amivest by the Company through the
merger (the "Merger") of a wholly-owned subsidiary of the Company with and
into Amivest. Pursuant to the Merger Agreement, the Company has agreed,
within 30 days of the consummation of the Merger, to file a registration
statement under the Securities Act permitting the Selling Stockholder to
resell the Shares and to use its best efforts to cause such registration
statement to become effective as soon as practicable thereafter.
SELLING STOCKHOLDER
The following table sets forth certain information as of the date of
this Prospectus with respect to the Shares which are covered by this
Prospectus, including the name of the Selling Stockholder and the number of
shares of Common Stock owned by such Selling Stockholder as of the date of
this Prospectus and the number of shares which are covered by this
Prospectus. All of the Shares registered hereby for the benefit of the
Selling Stockholder were acquired by the Selling Stockholder in connection
with the Merger.
<TABLE>
<CAPTION>
Percentage of
Number of shares outstanding shares
of Common Stock of Common Stock to
beneficially owned Number of shares be beneficially
Name of prior to this of Common Stock owned after this
Selling Stockholder offering offered hereby offering
- ------------------- ------------------ ---------------- ------------------
<S> <C> <C> <C>
Emmanuel Sella 362,111 362,111 N/A*
</TABLE>
- ------------
* Represents less than 1% of the outstanding Common Stock of the Company.
Following the consummation of the Merger, the Selling Stockholder
will be a director of Amivest and will retain the position of president and
chief executive officer of Amivest. During the past three years prior to
the Merger, the Selling Stockholder has not held any other position, office
or other material relationship with the Company or an affiliate of the
Company.
PLAN OF DISTRIBUTION
Subject to the limitations described below, the Selling Stockholder
may offer the Shares from time to time depending on market conditions and
other factors, in one or more transactions on the NYSE or other securities
exchanges on which the Shares are traded, in the over-the-counter market or
otherwise, at market prices prevailing at the time of sale, at negotiated
prices or at fixed prices. The Shares may be offered in any manner
permitted by law, including through brokers, dealers or agents, and
directly to one or more purchasers. Sales of the Shares may involve (i)
block transactions in which the broker or dealer so engaged will attempt to
sell the Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (ii) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account;
(iii) an exchange distribution in accordance with the rules of any such
exchange; and (iv) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or purchasers of Shares for
whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholder and any broker or dealer
that participates in the distribution of Shares may be deemed to be
underwriters and any commissions received by them and any profit on the
resale of Shares positioned by a broker or dealer may be deemed to be
underwriting discounts and commissions under the Securities Act.
In connection with distributions of the Common Stock or otherwise,
the Selling Stockholder may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short sales of Common Stock in the course of hedging the positions they
assume with the Selling Stockholder. The Selling Stockholder also may sell
Common Stock short and redeliver the Shares to close out such short
positions. The Selling Stockholder also may enter into option or other
transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution
of the Common Stock offered hereby, which Common Stock such broker-dealer
or other financial institution may resell pursuant to this Prospectus (as
supplemented or amended, to the extent required, to reflect such
transaction).
In connection with the filing of the Registration Statement, the
Merger Agreement provides, among other things, that (i) the Company will
maintain the effectiveness of the Registration Statement for a period
ending on the earlier of (x) the one year anniversary of the consummation
of the Merger and (y) the date on which all of the Shares have been
disposed of pursuant to this Prospectus, and (ii) the Selling Stockholder
will suspend sales of the Shares pursuant to the Registration Statement for
a reasonable period of time not to exceed 45 days upon notice from the
Company that the making of offers or sales pursuant to the Registration
Statement would require the Company to publically disclose information that
would not otherwise be required to be disclosed at such time and that such
disclosure would not be in the best interests of the Company. The Company
may request the Selling Stockholder to suspend sales of Shares for reasons
including, but not limited to, the fact that (x) the Company is conducting
or about to conduct an underwritten public offering of its securities for
its own account and (y) the Company is pursuing an acquisition, merger,
reorganization, disposition or similar transaction. The aggregate number of
days for which the Company can request the Selling Stockholder to suspend
sales of the Shares pursuant to the Registration Statement may not exceed
90 days.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
as of December 31, 1997 and 1996 and for each of the years in the three
year period ended December 31, 1997, included in the Company's 1997 Form
10-K incorporated by reference into this Prospectus, have been incorporated
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 Company's 1997 Form 10-K and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
CERTAIN FORWARD-LOOKING STATEMENTS
From time to time, the Company may communicate in oral or written
form statements relating to the future results of the Company that may be
considered "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may relate to,
among other things, the financial condition and results of operations and
business of the Company following the consummation of an acquisition, loan
loss reserve adequacy, simulation of changes in interest rates and
litigation results. Actual results may differ materially from those
expressed or implied as a result of certain risks and uncertainties,
including, but not limited to, changes in political and economic
conditions, interest rate fluctuations, competitive product and pricing
pressures within the Company's markets, equity and fixed income market
fluctuations, personal and corporate customers' bankruptcies, inflation,
acquisitions and integrations of acquired businesses, technological change,
changes in law, changes in fiscal, monetary, regulatory and tax policies,
monetary fluctuations, success in gaining regulatory approvals when
required as well as other risks and uncertainties detailed from time to
tome in the filings of the Company with the Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be borne by the
Company in connection with the offerings described in this Registration
Statement. All such expenses other than the Securities and Exchange
Commission registration fee are estimates.
Securities and Exchange Commission Registration Fee... $ 2758
Printing Expenses..................................... 500*
Accounting Fees and Expenses.......................... 2500
Legal Fees............................................ 20000
Miscellaneous (including Listing
Fees, if applicable).............................. 2000*
-------
Total..................................... $27758
=======
- -------------------
* Estimated
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 Company may be
indemnified by the Company 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 Company 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 Company 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 Company, 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 Company unless a court determines otherwise.
In addition, the Company maintains a directors' and officers'
liability policy.
Article Seventh of the Restated Certificate of Incorporation of the
Company and Article IX of the Bylaws of the Company provide that, to the
fullest extent permitted by law, directors of the Company will not be
liable for monetary damages to the Company or its stockholders for breaches
of their fiduciary duties.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibits
- ------- -----------------------
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the shares being registered (including consent)
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (reference is made to the signature page)
ITEM 17 UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 registrant hereby undertakes that, for purposes
of determining any liability under the securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the forgoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the 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, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Melville, in
the State of New York on June 15, 1998.
NORTH FORK BANCORPORATION, INC.
By /s/ DANIEL M. HEALY
----------------------------------
Daniel M. Healy
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive June 15, 1998
- ------------------------ Officer and Chairman of
John A. Kanas the Board
* Executive Vice President June 15, 1998
- ------------------------ and Chief Financial Officer
Daniel M. Healy
* Director June 15, 1998
- ------------------------
John Bohlsen
* Director June 15, 1998
- ------------------------
Thomas M. O'Brien
* Director June 15, 1998
- ------------------------
Irvin L. Cherashore
* Director June 15, 1998
- ------------------------
Allan C. Dickerson
* Director June 15, 1998
- ------------------------
Lloyd A. Gerard
* Director June 15, 1998
- -------------------------
James F. Reeve
* Director June 15, 1998
- -------------------------
George H. Rowsom
* Director June 15, 1998
- -------------------------
Raymond W. Terry
* Director June 15, 1998
- -------------------------
Kurt R. Schmeller
* By: /s/ DANIEL M. HEALY
_____________________
ATTORNEY-IN-FACT
Exhibit
Number Description of Exhibits
- ------- -----------------------
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the shares being registered (including consent)
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (reference is made to the signature page)
EXHIBIT 5
June 15, 1998
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
RE: North Fork Bancorporation, Inc. Registration on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to North Fork Bancorporation,
Inc., a Delaware corporation (the "Company"), in connection with the
registration of 362,111 shares of common stock, par value $2.50 per share
of the Company (the "Shares"), and an equal number of rights to purchase
units of Series A Junior Participating Preferred Stock of the Company
associated therewith (the "Rights"), with the Securities and Exchange
Commission on a Registration Statement on Form S-3 (the "Registration
Statement") relating to the offers and sales, if any, of the Shares by the
selling stockholder named therein.
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S- K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) the Company's Certificate of Incorporation, as
presently in effect; (iii) the Company's By-Laws, as presently in effect;
(iv) the Agreement and Plan of Merger, dated as of May 11, 1998 (the
"Merger Agreement"), among the Company, Amivest Corporation, a Delaware
corporation, and Emmanuel Sella; (iv) the resolutions of the Board of
Directors of the Company relating to, among other things, the approval of
the Merger Agreement and the issuance of the Shares (and related Rights) to
the selling stockholder; and (v) the certificate representing the Shares
(and related Rights). We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any jurisdiction,
except the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly authorized and validly issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
EXHIBIT 23.2
The Stockholders and Board of Directors
North Fork Bancorporation, Inc.
We consent to the use of our report, dated January 15, 1998, incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the registration statement to be filed on Form S-3.
/s/ KPMG PEAT MARWICK LLP
New York, New York
June 11, 1998
EXHIBIT 24
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities and on
the dates indicated. By so signing, each of the undersigned, in his or her
capacity as a director or officer, or both, as the case may be, of North
Fork Bancorporation, Inc. (the "Corporation"), does hereby appoint John A.
Kanas, Daniel M. Healy, John Bohlsen, Thomas M. O'Brien, Allan C.
Dickerson, Irvin L. Cherashore Lloyd A. Gerard, James F. Reeve, George H.
Rowsom, Raymond W. Terry and Kurt R. Schmeller, and each of them severally,
or if more than one acts, a majority of them, his or her true and lawful
attorneys or attorney to execute in his or her name, place and stead, in
his or her capacity as a director or officer or both, as the case may be,
of the Corporation, the Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission (the "Commission"), and any and all
amendments to said Registration Statement and all instruments necessary or
incidental in connection therewith, and to file the same with the
Commission. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.
/s/ JOHN A. KANAS President, Chief Executive
- -------------------------------- Officer, Chairman of the
John A. Kanas Board
/s/ DANIEL M. HEALY Executive Vice President and
- -------------------------------- Chief Financial Officer
Daniel M. Healy
/s/ JOHN BOHLSEN Director
- --------------------------------
John Bohlsen
/s/ THOMAS M. O'BRIEN Director
- --------------------------------
Thomas M. O'Brien
/s/ ALLAN C. DICKERSON Director
- --------------------------------
Allan C. Dickerson
/s/ IRVIN L. CHERASHORE Director
- --------------------------------
Irvin L. Cherashore
/s/ LLOYD A. GERARD Director
- --------------------------------
Lloyd A. Gerard
/s/ JAMES F. REEVE Director
- --------------------------------
James F. Reeve
/s/ GEORGE H. ROWSOM Director
- --------------------------------
George H. Rowsom
/s/ RAYMOND W. TERRY Director
- --------------------------------
Raymond W. Terry
/s/ KURT R. SCHMELLER Director
- --------------------------------
Kurt R. Schmeller
