<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
North Fork Bancorporation, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 2
LOGO
March 24, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
North Fork Bancorporation, Inc., to be held at the Wyndham Windwatch Hotel, 1717
Vanderbilt Motor Parkway, Hauppauge, New York, at 10 a.m. on Tuesday, April 28,
1998.
There is one matter scheduled to be acted upon at the meeting:
- The election of four directors to Class 2 of the Board of Directors.
The Board of Directors believes that the election of the nominees listed in
the attached proxy statement is in the best interests of the Company and its
stockholders and unanimously recommends a vote "FOR"' the nominees.
Whether or not you plan to attend in person, it is important that your
shares are represented at the meeting. Accordingly, you are requested to
promptly sign, date and mail the enclosed proxy in the postage prepaid envelope
provided. Please be sure to mark the appropriate box if you do plan to attend.
Thank you for your consideration and continued support.
Sincerely,
/s/ John Adam Kanas
JOHN ADAM KANAS
Chairman of the Board and President
275 BROAD HOLLOW ROAD, MELVILLE, NEW YORK 11747 (516) 844-1004
<PAGE> 3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 28, 1998
To the Stockholders of
North Fork Bancorporation, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of North
Fork Bancorporation, Inc., a Delaware corporation (the "Company"), will be held
at the Wyndham Windwatch Hotel, 1717 Vanderbilt Motor Parkway, Hauppauge, New
York 11788, on Tuesday, April 28, 1998, at 10 a.m. for the purpose of
considering and voting upon the following items:
1. The election of four directors to Class 2 of the Company's Board of
Directors, each to hold office for a term of three years, and until their
successors have been duly elected and qualified; and
2. Any other business which may properly be brought before the meeting
or any adjournment thereof.
In accordance with Delaware law and the Bylaws of the Company, a list of
the holders of Company Common Stock entitled to vote at the 1998 annual meeting
will be available for examination by any stockholder for any purpose germane to
the meeting at the branch of North Fork Bank located at 99 Smithtown Bypass,
Hauppauge, New York, for ten days prior to the meeting, between the hours of
9:00 a.m. and 3:00 p.m., and at the annual meeting during the entire time
thereof.
March 24, 1998
By Order of the Board of Directors
/s/ Anthony J. Abate
------------------------------------
Anthony J. Abate
Senior Vice President and Secretary
YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT. YOU MAY REVOKE YOUR
PROXY AT ANY TIME PRIOR TO THE MEETING, OR IF YOU DO ATTEND THE MEETING YOU MAY
REVOKE YOUR PROXY AT THAT TIME, IF YOU WISH.
<PAGE> 4
NORTH FORK BANCORPORATION, INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1998
This proxy statement is being furnished in connection with the solicitation
by the Board of Directors of North Fork Bancorporation, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders (the "Meeting") to be
held at 10 a.m. on April 28, 1998, at the Wyndham Windwatch Hotel, 1717
Vanderbilt Motor Parkway, Hauppauge, New York 11788, and at any adjournment
thereof. This proxy statement and the enclosed form of proxy are first being
sent to stockholders on or about March 24, 1998.
PROXIES
Any stockholder executing a proxy which is solicited hereby has the power
to revoke it prior to exercise of the authority conferred thereby. Revocation
may be made effective by attending the Meeting and voting the shares of stock in
person, or by delivering to the Secretary of the Company at the principal office
of the Company prior to the Meeting a written notice of revocation or a
later-dated, properly-executed proxy.
Proxies will be solicited by mail. They also may be solicited by directors,
officers and other employees of the Company or its subsidiary bank, North Fork
Bank, personally or by telephone or telegraph, but such persons will receive no
additional compensation for their services. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to send this
proxy statement and form of proxy to their principals, and the Company will
reimburse such persons for out-of-pocket expenses incurred in forwarding the
materials. The Company also has retained D.F. King & Co., Inc. to aid in the
solicitation of proxies, at an estimated cost of $6,000, plus reimbursement of
reasonable out-of-pocket expenses. All expenses of solicitation will be paid by
the Company.
RECORD DATE AND VOTING RIGHTS
The Board of Directors has fixed the close of business on February 26,
1998, as the record date for determining stockholders who are entitled to notice
of, and to vote at, the Meeting. At the close of business on that date, there
were outstanding and entitled to vote 67,663,985 shares of common stock, par
value $2.50 per share, of the Company (the "Common Stock"), which is the only
class of stock of the Company outstanding. Only holders of record of Common
Stock at the close of business on the record date are entitled to notice of and
to vote at the Meeting. Each stockholder of record on that date is entitled to
one vote for each share held with respect to each matter submitted to a vote at
the Meeting.
<PAGE> 5
The required vote for the election of directors is the affirmative vote of
a plurality of the shares present in person or represented by proxy at the
Meeting and entitled to vote on the election of directors. The required vote on
any other matter that may be submitted to the stockholders is the affirmative
vote of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the matter submitted. A majority of the
outstanding shares present or represented by proxy will constitute a quorum at
the Meeting.
Consistent with applicable state law and the Company's Certificate of
Incorporation and Bylaws, the Company will count all shares represented by proxy
or in person at the Meeting for purposes of determining a quorum. Shares
represented by proxies or voted in person on ballots marked "ABSTAIN" on any
proposal will be treated as shares present or represented at the Meeting for
purposes of such proposal. Shares held in "street name" by brokers but not voted
by such brokers, for any reason, on a particular matter (so-called "broker
non-votes") will not be deemed present or represented at the Meeting for
purposes of such matter, even if such shares have been properly voted by such
broker, in person or by proxy, on one or more other matters brought before the
Meeting. In the election of directors (Item 1), which requires the affirmative
vote of a plurality of the shares present or represented at the Meeting and
entitled to vote, neither broker non-votes nor shares voted "WITHHOLD" will have
the effect of a vote "AGAINST" any or all nominees for director. With respect to
the vote on any other matter, ballots marked "ABSTAIN" will have the effect of a
vote "AGAINST" such matters but broker non-votes will not have the effect of a
vote "AGAINST" such matters.
Votes will be counted and vote totals announced at the Meeting by the
inspectors of election.
CERTAIN BENEFICIAL OWNERSHIP
The following table sets forth information with respect to shares of the
Company's Common Stock which are held by the only persons known to the Company
to be beneficial owners of more than 5% of such stock. For purposes of this
Proxy Statement, beneficial ownership of securities is defined in accordance
with the rules of the Securities and Exchange Commission and means generally the
power to vote or dispose of securities, regardless of any economic interest
therein.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
FMR Corp. (1)............................................... 4,366,946 6.62%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
(1) Information is based solely on a Schedule 13G filed with the Securities and
Exchange Commission by FMR Corp. ("FMR") with respect to shares held as of
December 31, 1997. The Schedule 13G indicates that Fidelity Management &
Research Company, a registered investment adviser and wholly owned
subsidiary of FMR, beneficially owns 3,902,816 shares or 5.91% of the Common
Stock of the Company and Fidelity Management Trust Company, a bank and
wholly owned subsidiary of FMR, beneficially owns 464,130 shares or 0.70% of
the Common Stock of the Company. Of the 4,366,946 shares of the Common Stock
of the Company beneficially owned by FMR, FMR has sole voting power with
respect to 72,462 shares and sole dispositive power with respect to
4,366,946 shares.
2
<PAGE> 6
ITEM 1. ELECTION OF DIRECTORS AND INFORMATION WITH RESPECT TO
DIRECTORS AND OFFICERS
The first item to be acted upon at the Meeting is the election of four
directors to Class 2 of the Board of Directors of the Company, each to hold
office for three years (through the annual meeting in the year 2001) and until
his successor shall have been duly elected and qualified.
Presently, the Board of Directors consists of eleven members divided into
three classes, with one of the directorships (in Class 3) currently being vacant
due to the retirement of Director James H. Rich in October, 1997. Pursuant to
the terms of the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") by and between the Company and New York Bancorp Inc. ("New York
Bancorp"), dated October 7, 1997, Patrick E. Malloy, III, currently the Chairman
of New York Bancorp, will be appointed to fill the vacancy in Class 3 of the
Company's Board of Directors upon completion of the Company's acquisition of New
York Bancorp. The Merger Agreement was approved by the stockholders of the
Company and New York Bancorp at their respective meetings on January 30, 1998.
All proxies timely received by the Secretary in response to this
solicitation that are in proper form and that have not been revoked will be
voted "FOR" the four nominees to Class 2 listed below (unless any nominee is
unable or unwilling to serve for any reason), subject to any specific voting
instructions received with any proxy, including a direction to "WITHHOLD"
authority to vote for any or all of the nominees.
Each of the nominees listed below has consented to being named in this
proxy statement and to serve if elected, and the Board has no reason to believe
that any nominee will decline or be unable to serve, if elected. In the event
any nominee is unable or unwilling to serve for any reason, it is intended that
the holders of the proxies may vote for the election of such other person or
persons as may be designated by the Board of Directors.
The following information is provided with respect to each nominee for
director and each current director whose term of office extends beyond the date
of the Meeting.
3
<PAGE> 7
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
SERVED OWNED AS OF
AS A December 31, 1997(c)
NAME, AGE, PRINCIPAL OCCUPATION AND DIRECTOR ------------------------
OTHER POSITIONS WITH THE COMPANY(A)(B) SINCE NO. OF SHARES PERCENT
-------------------------------------- -------- ------------- -------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR:
CLASS 2 (terms to expire in 2001):
James F. Reeve, 57...................................... 1988 110,886(1) *
President, Harold R. Reeve & Sons, Inc. (general
construction)
George H. Rowsom, 62.................................... 1981 15,892(2) *
President, S.T. Preston & Son, Inc. (retail marine
supplies store)
Raymond W. Terry, Jr., 67............................... 1988 72,000(3) *
Former Chairman and President of Southold Savings Bank
Dr. Kurt R. Schmeller, 60............................... 1994 65,460(4) *
President, Queens Borough Community College, CUNY.
DIRECTORS CONTINUING IN OFFICE:
CLASS 3 (terms to expire in 1999):
John Bohlsen, 55........................................ 1986 578,497(5) *
Vice Chairman of the Company and North Fork Bank;
President, The Helm Development Corp. (real estate)
Thomas M. O'Brien, 47................................... 1997 793,464(6) 1.17%
Vice Chairman of the Company and North Fork Bank
(since January 1997) Former Chairman, President and
Chief Executive Officer of North Side Savings Bank
Patrick E. Malloy, III, 55(7)........................... 1998 0(7a)
Chairman, New York Bancorp Inc.
CLASS 1 (terms to expire in 2000):
Allan C. Dickerson, 65.................................. 1988 31,892(8) *
Former President, Roy H. Reeve Agency, Inc. (general
insurance company) (1975-1994)
Lloyd A. Gerard, 66..................................... 1981 113,092(9) *
Antique Dealer and Auctioneer
John Adam Kanas, 51..................................... 1981 1,585,416(10) 2.34%
Chairman, President and Chief Executive Officer of the
Company and North Fork Bank
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
SERVED OWNED AS OF
AS A December 31, 1997(c)
NAME, AGE, PRINCIPAL OCCUPATION AND DIRECTOR ------------------------
OTHER POSITIONS WITH THE COMPANY(A)(B) SINCE NO. OF SHARES PERCENT
-------------------------------------- -------- ------------- -------
<S> <C> <C> <C>
Irvin L. Cherashore, 62................................. 1997 42,136 *
Director of Winchester Group, Inc. (money management
and institutional brokerage); Former Director of
North Side Savings Bank
</TABLE>
SHARES BENEFICIALLY OWNED BY OTHER EXECUTIVE OFFICERS
AND ALL DIRECTORS AND OFFICERS AS A GROUP
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AS OF
December 31, 1997(c)
NAME, AGE, AND POSITIONS ------------------------
WITH THE COMPANY NO. OF SHARES PERCENT
------------------------ ------------- -------
<S> <C> <C>
Daniel M. Healy, 55......................................... 415,741(11) *
Executive Vice President and Chief Financial Officer of
the Company and North Fork Bank
All 12 Director Nominees, Continuing Directors and Executive
Officers as a Group....................................... 3,840,393(12) 5.68%
</TABLE>
- ---------------
NOTES TO BENEFICIAL OWNERSHIP TABLE:
* Less than one percent (1%).
(a) Except as otherwise noted, each of the nominees for director and continuing
directors has held the occupation or position listed for at least the past
five years.
(b) All persons listed as nominees for director or as continuing directors are
also directors of North Fork Bank.
(c) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission Rules, includes shares as to which a
person directly or indirectly has or shares voting power and/or investment
power (which includes the power to dispose) and all shares which the person
has a right to acquire within 60 days of the reporting date.
(1) Includes 36,787 shares held by Mr. Reeve's wife.
(2) Includes 2,000 shares held by Mr. Rowsom in joint tenancy with his wife,
615 shares held by his wife, and 6,000 shares held by the S. T. Preston &
Sons, Inc. Profit Sharing Trust, in which Mr. Rowsom shares voting power
with two others.
(3) Includes 30,000 shares held by Mr. Terry's wife.
5
<PAGE> 9
(4) Includes options to purchase 27,496 shares of the Company's Common Stock,
received by Dr. Schmeller in exchange for his options to purchase Metro
Bancshares, Inc. stock in connection with the merger of Metro into the
Company on December 1, 1994.
(5) Includes 143,266 shares of restricted stock and options to purchase 145,024
shares previously granted to Mr. Bohlsen under the Company's compensatory
stock plans, 1,580 shares held by his wife, and 20,588 shares held by his
dependent children.
(6) Includes 25,000 shares of restricted stock and options to purchase 20,000
shares previously granted to Mr. O'Brien under the Company's compensatory
stock plans, 179,070 shares held by him in joint tenancy with his wife, 864
shares held as custodian for his dependent children and options to purchase
85,764 shares received by Mr. O'Brien in exchange for his options to
purchase North Side Savings Bank stock in connection with the merger of
North Side Savings Bank into the Company on December 31, 1996.
(7) Mr. Malloy, listed as a continuing director in Class 3, will become a Class
3 director (and a director of North Fork Bank) upon completion of the
Company's pending acquisition of New York Bancorp (the "New York Bancorp
Acquisition"), of which Mr. Malloy currently serves as Chairman and a
director.
(7a) As of the reporting date, December 31, 1997, Mr. Malloy beneficially owned
2,753,664 shares of New York Bancorp common stock, which number includes
options to purchase 351,866 shares pursuant to New York Bancorp stock
option plans, but does not include 117,442 shares held by two separate
trusts established for the benefit of Mr. Malloy's children, as to which
Mr. Malloy disclaims beneficial ownership. Mr. Malloy's pro forma
beneficial ownership of the Company's Common Stock as of such date,
assuming consummation of the New York Bancorp Acquisition, and an exchange
ratio of 1.19 shares of the Company's Common Stock for each share of New
York Bancorp common stock, was 3,276,860 shares of the Company's Common
Stock, not including 139,755 shares to be held by the two above-referenced
trusts.
(8) Includes 15,569 shares held by Mr. Dickerson's wife.
(9) Includes 3,805 shares held by Mr. Gerard in joint tenancy with his
daughter, 2,000 shares held by his wife and 200 shares held by his wife in
her capacity as custodian for a granddaughter.
(10) Includes 433,424 shares of restricted stock and options to purchase 597,862
shares previously granted to Mr. Kanas under the Company's compensatory
stock plans, 50,200 shares held by him in joint tenancy with his wife,
41,882 shares held by his wife, and 9,400 shares held by his dependent
children.
(11) Includes 73,990 shares of restricted stock and options to purchase 185,600
shares previously granted to Mr. Healy under the Company's compensatory
stock plans, 6,000 shares held by his wife and 4,000 shares held in his
name as custodian for a daughter.
(12) Includes 675,680 shares of restricted stock and options to purchase an
aggregate of 1,061,746 shares previously granted to such persons under the
Company's compensatory stock plans. Does not include Mr. Malloy's pro forma
holdings of Company Common Stock identified in Note 7a above.
6
<PAGE> 10
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than 10
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Such individuals are required by regulations promulgated by the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on review of the copies of such
forms furnished to the Company or written representations that no reports were
required to be filed, the Company believes that such persons complied with all
Section 16(a) filing requirements applicable to them with respect to
transactions during 1997.
BOARD COMMITTEES
The Board of Directors of the Company has an Audit Committee. The functions
performed by the Audit Committee include reviewing the adequacy of internal
controls, internal auditing and the results of examinations made by supervisory
authorities and the scope and results of audit and nonaudit services rendered by
the Company's independent public accountants. The present members of the Audit
Committee are directors Terry, Gerard and Schmeller. The Audit Committee met 7
times during 1997.
The Company's Board of Directors also has a Compensation and Stock
Committee. The Compensation and Stock Committee reviews and makes
recommendations on the compensation of senior executives and other officers,
determines senior executive bonuses under the Company's Annual Incentive
Compensation Plan and administers all of the Company's compensatory stock plans.
The Committee consists of three directors appointed by the Company's Board of
Directors, none of whom may be an employee or have substantial separate business
dealings with the Company. The present members of the Committee are directors
Dickerson, Gerard and Rowsom. Mr. Healy attends meetings of the Compensation and
Stock Committee in an ex officio capacity, to provide information requested by,
or to respond to questions from, Committee members. During 1997 the Compensation
and Stock Committee met 8 times. (See "Report of the Compensation Committee" on
page 17.)
The Company's Board of Directors has no nominating committee or committee
performing functions similar to those of a nominating committee.
The Board of Directors met 14 times during 1997. Each of the directors
attended at least 75 percent of the total number of meetings of the Board and of
all committees of which the director was a member during the period he was a
director or served on such committees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation and Stock Committee is now an officer or an
employee of the Company or any of its subsidiaries or has been at any time an
officer of the Company or any of its subsidiaries.
7
<PAGE> 11
COMPENSATION OF DIRECTORS
Each member of the Board of Directors of the Company receives an annual fee
of $25,000. This fee is for all duties as a director of the Company, including
any service as a member of one or more committees of the Board of Directors of
the Company. Each member of the Board of Directors of North Fork Bank
(currently, the same group that serves as the Board of Directors of the Company)
receives a fee of $750 for each meeting of the Board or any committee of the
Board attended. Chairmen of North Fork Bank Board committees receive an
additional $250 per committee meeting attended. Directors Kanas, Bohlsen and
O'Brien do not receive any separate fees for attendance at any Company or North
Fork Bank committee meetings.
The Company maintains a Directors' Deferred Compensation Plan, under which
a director may defer receipt of either 50 percent or 100 percent of all fees
earned by him as director of the Company and North Fork Bank for five or ten
years or until retirement or age 70. During the deferral period, amounts
deferred earn interest at the highest rate offered by North Fork Bank to
customers on any certificate of deposit or individual retirement account,
determined on a quarterly basis.
Certain directors of the Company who were directors of Southold Savings
Bank prior to the Company's acquisition of Southold in 1988 will receive
payments in the future from North Fork Bank under deferred directors' fee
agreements entered into by them with Southold prior to the 1988 acquisition.
These agreements, similar to the Company's optional Deferred Compensation Plan
for directors described above, permitted these individuals while they were
directors of Southold to defer receipt of some or all of their director's fees
in exchange for a right to receive, commencing on some designated future date
and continuing for a fixed period thereafter, regular monthly cash payments in a
specified amount. The designated payment amounts essentially represented the
estimated future value of the deferred fees, with compounding of interest at
assumed rates during the intervening years. Company directors Dickerson and
Reeve will be entitled to receive such payments in the future.
Pursuant to the terms of the agreement for the New York Bancorp
Acquisition, upon consummation of the acquisition, the Company will enter into a
one-year consulting agreement with Patrick E. Malloy, III, Chairman of New York
Bancorp, providing for an annual fee of $750,000 for services rendered. The
consulting agreement contains a non-competition provision.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation and
compensatory awards received in the last three years by the Chief Executive
Officer of the Company and each other executive
8
<PAGE> 12
officer whose cash compensation from the Company, including salary and bonus,
exceeded $100,000 in 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------- -----------------------
(a) (b) (c) (d) (f) (g)
(e) SECURITIES (i)
OTHER UNDERLYING ALL
ANNUAL RESTRICTED OPTIONS/ OTHER
NAME AND COMPEN- STOCK SARS(4) COMPEN-
PRINCIPAL POSITION YEAR SALARY(1) BONUS SATION(2) AWARDS(3) (SHARES) SATION(5)
------------------ ---- --------- -------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John Adam Kanas.............. 1997 $684,750 $950,000 $46,500 $1,268,800(6) 509,850(7) $107,560
Chairman of the Board, 1996 584,000 750,000 8,449 1,020,000 100,000 40,236
President and Chief 1995 507,000 500,000 19,099 421,900 70,000 33,066
Executive Officer
John Bohlsen................. 1997 434,750 450,000 56,125 730,500(6) 114,424(7) 40,419
Vice Chairman 1996 334,750 350,000 6,611 680,000 60,000 16,638
of the Board 1995 266,500 250,000 4,569 246,950 40,000 9,045
Thomas M. O'Brien............ 1997 357,250 450,000 42,767 730,500 20,000 16,687
Vice Chairman 1996
of the Board 1995
Daniel M. Healy.............. 1997 350,000 275,000 14,062 475,800(6) 110,712(7) 30,337
Executive Vice President 1996 300,000 200,000 4,164 340,000 40,000 14,288
and Chief Financial Officer 1995 275,000 150,000 6,723 120,950 40,000 10,503
</TABLE>
- ---------------
NOTES TO SUMMARY COMPENSATION TABLE:
(1) Includes salary deferred at the election of the named executive officer
(including deferral amounts under the Company's 401(k) Plan) and all
directors' fees from the Company and North Fork Bank, whether paid or
deferred. The salary deferral amount under the 401(k) Plan for each of the
named executive officers in 1997 was $9,500. Total directors' fees for 1997
were $34,750 for Mr. Kanas, $34,750 for Mr. Bohlsen, and $34,750 for Mr.
O'Brien.
(2) Listed amounts represent tax payments made by the Company on (i) the taxable
contributions made by it on behalf of the named executive officers under the
Company's Supplemental Executive Retirement Plan ("SERP"), and (ii) the
additional compensation deemed paid by it to the executive officers
representing the purchase price payable by them for certain restricted
shares granted to them during 1997. Such tax payments were as follows: SERP
tax payments -- $46,500 for Mr. Kanas, $19,733 for Mr. Bohlsen, $6,375 for
Mr. O'Brien, and $14,062 for Mr. Healy; restricted stock tax
payments -- $36,392 for Mr. Bohlsen and $36,392 for Mr. O'Brien.
(3) Represents the dollar value of restricted shares granted to the named
executive officers during the year in question, exclusive of any replacement
restricted shares received by them in 1997 (see Note 7, below). The listed
dollar values represent the number of such restricted shares multiplied
9
<PAGE> 13
by the closing market price of the Company's Common Stock on the date of
grant, less the purchase price, if any, paid by the executive upon grant.
Restricted shares granted under the Company's compensatory stock plans carry
the same dividend rights as unrestricted shares of Common Stock from the
date of grant. As of year-end 1997, the number (and total dollar value) of
restricted shares held by the named executive officers, including any
replacement restricted shares received in 1997, were as follows: Mr.
Kanas -- 433,424 shares ($14,628,060); Mr. Bohlsen -- 143,266 shares
($4,835,227); Mr. O'Brien -- 25,000 shares ($843,750); and Mr.
Healy -- 73,990 shares ($2,497,162). These dollar values are based on the
closing market price of the Company's Common Stock on December 31, 1997
($33.75 per share), with no discount for forfeitability or lack of
transferability.
(4) Represents the total number of shares subject to stock options received by
the named executive officers during the year in question. Includes both
regular stock options (i.e., options awarded by the Compensation and Stock
Committee as part of its regular decisions regarding executive compensation
occurring during the year) and so-called "reload" stock options (i.e.,
options awarded to officers during the year upon their decision to exercise
previously held stock options by surrendering shares of Common Stock to the
Company in payment of the exercise price). The number of reload stock
options received in 1997 by each of the executive officers is separately
identified in Note 8, below. No options issued to the named executive
officers have been accompanied by stock appreciation rights ("SARs"). All
options issued before May 15, 1997 have been adjusted to reflect the 2-for-1
stock split effective on that date.
(5) Includes, among other things, Company contributions on behalf of the named
executive officers under the 401(k) Plan and under the defined contribution
plan feature of the SERP and specified premiums paid by the Company on
certain insurance arrangements covering the executive officers. Listed
amounts for 1997 include 401(k) Plan contributions by the Company on behalf
of executive officers Kanas, Bohlsen, O'Brien and Healy of $7,125 each;
contributions by the Company under the defined contribution plan feature of
the SERP on behalf of executive officers Kanas, Bohlsen, O'Brien and Healy
of $69,750, $29,599, $9,562 and $21,094, respectively; and the following
insurance premiums paid by the Company on their behalf: for Mr. Kanas,
$12,810 in premiums on a disability policy, $9,826 in premiums on two life
insurance policies and $8,049 in premiums on two split dollar life insurance
policies; for Mr. Bohlsen, $3,695 in premiums on a split dollar life
insurance policy; and for Mr. Healy, $2,118 in premiums on a split dollar
life insurance policy.
(6) Listed amount does not include the dollar value of the replacement
restricted shares received by the named executive officer in 1997. The Board
of Directors and the Compensation and Stock Committee determined it to be in
the best interests of the Company to incentivize the executives to remain
with the Company on a long term basis by shifting the vesting dates of their
restricted shares from the near-term to a retirement basis. Specifically, on
February 25, 1997, executive officers Kanas, Bohlsen and Healy received from
the Company a number of replacement restricted shares, following their
voluntary surrender to the Company earlier in the month of all the
restricted shares that they had received as compensatory grants in prior
years. All of the replacement restricted shares received by them vest at
retirement, which, given their ages, is substantially further in the future
than the vesting dates for the restricted shares that they surrendered.
Because of the later
10
<PAGE> 14
vesting dates and the higher risk of forfeiture, the number of replacement
restricted shares issued to each executive exceeded the number of restricted
shares surrendered by him, but in each case the aggregate fair value of the
replacement restricted shares received was approximately equal to the
aggregate fair value of the restricted shares surrendered. See the
discussion of replacement restricted shares in the Report of the
Compensation Committee, under the heading "Changes to the Long-Term
Incentive Program." The total number of restricted shares surrendered and
replacement restricted shares received by each executive was as follows: Mr.
Kanas -- 191,112 shares surrendered and 393,424 replacement shares received;
Mr. Bohlsen -- 70,000 shares surrendered and 118,266 replacement shares
received; and Mr. Healy -- 36,000 shares surrendered and 58,990 replacement
shares received. The aggregate market value, based on the closing market
price of the Company's Common Stock on the grant date (February 25, 1997),
of the net new replacement restricted shares (replacement shares minus
surrendered shares) received by each executive was as follows: Mr.
Kanas -- $4,084,173; Mr. Bohlsen -- $974,370; and Mr. Healy -- $464,111. All
restricted shares granted before May 15, 1997 have been adjusted to reflect
the 2-for-1 stock split effective on that date.
(7) Includes the following numbers of reload stock options issued to the named
executive officer in 1997: Mr. Kanas, 479,850 shares; Mr. Bohlsen, 94,424
shares; and Mr. Healy, 100,712 shares.
STOCK OPTIONS
The following table sets forth information concerning stock options granted
during 1997 to each of the named executive officers in the Summary Compensation
Table on page 9. Option grants have been divided between regular stock options
(i.e., awards of new options at the discretion of the Compensation and Stock
Committee as part of its regular reviews and decisions regarding executive
compensation occurring during the year) and so-called "reload" stock options
(i.e., options issued upon the option holder's decision to exercise previously
granted options by surrender of shares of Common Stock to the Company as payment
of the exercise price). See the discussion of reload options in the Report of
the Compensation Committee under the heading, "Changes to the Long-Term
Incentive Program." All information relating to options granted prior to May 15,
1997 has been adjusted to reflect the 2-for-1 stock split effective on that
date.
11
<PAGE> 15
OPTION GRANTS IN 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE GRANT DATE
SARS EMPLOYEES PRICE PRESENT
GRANTED(1) IN FISCAL (DOLLARS/ EXPIRATION VALUE(3)
NAME (SHARES) YEAR(2) SHARE) DATE (DOLLARS)
---- ---------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
John Adam Kanas........ Regular 30,000 $31.72 12/09/07 $334,605.00
Reload 13,160 17.25 08/01/98 27,921.57
23,012 17.25 03/21/98 42,148.78
29,868 17.25 05/05/97 32,523.27
9,822 17.25 02/13/00 35,306.16
229,004 17.25 03/27/99 596,097.41
28,816 17.25 08/17/03 140,100.51
26,874 17.25 12/20/03 134,152.32
62,588 17.25 12/18/04 335,684.48
56,706 17.25 01/15/06 340,082.89
-----
59.0%
John Bohlsen........... Regular 20,000 31.72 12/09/07 223,070.00
Reload 17,290 17.25 08/17/03 84,062.25
7,180 17.25 12/20/03 35,841.84
37,552 17.25 12/18/04 201,406.40
32,402 17.25 01/15/06 194,324.51
-----
13.2%
Thomas M. O'Brien...... Regular 20,000 2.3% 31.72 12/09/07 223,070.00
Daniel M. Healy........ Regular 10,000 31.72 12/09/07 111,535.00
Reload 23,578 17.25 03/15/02 111,186.77
7,180 17.25 12/20/03 35,841.84
37,552 17.25 12/18/04 201,406.40
32,402 17.25 01/15/06 194,324.51
-----
12.8%
</TABLE>
- ---------------
NOTES:
(1) All regular stock options listed were granted to the named executive
officers on December 9, 1997, when the average of the high and low price per
share of the Common Stock on the New York Stock Exchange ("NYSE") was
$31.72. All reload stock options listed were issued to the named executive
officers as a result of their stock-for-stock exercises of underlying
options on January 6,
12
<PAGE> 16
1997, when the average of the high and low price per share of the Common
Stock on the NYSE was $17.25, adjusted for the 2-for-1 stock split in May
1997. All stock options issued in 1997, including the reload options,
provide for the grant of a reload option upon the stock-for-stock exercise
thereof, with the consent of the Compensation and Stock Committee. All
reload options relate to a number of shares of Common Stock equal to the
number of shares of Common Stock surrendered upon exercise of the underlying
option, including shares surrendered to or withheld by the Company for tax
withholding purposes. All reload options have an exercise price qual to the
fair market value of the Common Stock on the date of grant, are exercisable
immediately, and expire on the date the underlying option would have
expired.
(2) The listed percentage for each named executive officer represents the
percentage of all stock options (both regular options and reload options)
issued by the Company during the year that were received by such executive
officer.
(3) The listed Grant Date Present Value of the options is an estimate determined
by using the Black-Scholes option pricing model, a commonly-used method of
valuing options on the date of grant. The assumptions utilized in applying
the Black-Scholes model were as follows: (a) the useful life of the options
was estimated to be six years from the date of grant for options with a ten
year original term or 60 percent of the options term if its original
maturity is less than 10 years; (b) the risk-free discount rate applied for
purposes of the valuation ranged from 5.30 to 6.30 percent; (c) the
volatility factor utilized ranged from 20 to 35 percent; (d) the dividend
yield on the Common Stock was assumed to be 2.25 percent and (e) no assumed
forfeiture.
The following table sets forth information concerning all stock options
that were either exercised in 1997 or held at year-end 1997 by the named
executive officers in the Summary Compensation Table on page 9. The option
exercise information includes reload exercises of options that is, option
exercises resulting in the issuance of reload options to the executives.
13
<PAGE> 17
AGGREGATED OPTION/SAR EXERCISES IN THE YEAR ENDED DECEMBER 31, 1997,
AND YEAR-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
OPTION EXERCISES IN 1997 DECEMBER 31, DECEMBER 31,
----------------------------------- 1997 1997(3)
SHARES ACQUIRED (EXERCISABLE/ (EXERCISABLE/
ON EXERCISE(1) VALUE REALIZED(2) UNEXERCISABLE) UNEXERCISABLE)
NAME (SHARES) (DOLLARS) (SHARES) (DOLLARS)
---- --------------- ----------------- --------------- --------------------
<S> <C> <C> <C> <C>
John Adam Kanas................. 724,870 $5,888,464 E - 597,862 E - $9,909,253
U - 45,120 U - 905,100
John Bohlsen.................... 149,584 1,427,168 E - 145,024 E - 2,111,146
U - 24,536 U - 410,978
Thomas M. O'Brien............... 0 0 E - 105,764 E - 2,457,118
U - 0 U - 0
Daniel M. Healy................. 187,000 2,305,736 E - 185,600 E - 3,267,858
U - 112 U - 2,940
</TABLE>
- ---------------
NOTES:
(1) Numbers of shares of Common Stock acquired on exercise have been adjusted to
reflect the two-for-one stock split paid to all stockholders of record as of
April 25, 1997.
(2) Calculated by subtracting the exercise price of the options from the market
value of the shares received as of the date of exercise. All amounts listed
are on a pre-tax basis and constitute compensation income taxable to the
named executive at ordinary income rates.
(3) Calculated by subtracting the exercise price of options from the market
value of underlying shares at year-end, based on a closing market price of
the Common Stock on December 31, 1997, of $33.75 per share.
AGREEMENTS WITH EXECUTIVE OFFICERS
At the end of 1994, the Board of Directors of the Company approved
change-in-control agreements for three executive officers of the
Company -- Chairman, President and Chief Executive Officer John Adam Kanas, Vice
Chairman John Bohlsen and Chief Financial Officer Daniel M. Healy. The
agreements, each dated December 20, 1994, are substantially identical in form.
In addition, the Company extended a substantially similar change-in-control
agreement to Vice Chairman Thomas M. O'Brien, in connection with the Company's
acquisition of North Side Savings Bank at year-end 1996. Under each such
agreement the executive is entitled to receive from the Company a lump sum
payment equal to 299 percent of his base salary if, within 24 months after a
change in control of the Company (as defined in the agreement), his employment
is terminated by the Company (other than for cause) or by the executive
voluntarily. Each agreement is a rolling three-year agreement and will continue
in effect until retirement or until two years after a decision is reached by the
Board not to renew the agreement.
14
<PAGE> 18
The agreements provide, in effect, that if any payments thereunder would be
treated as excess parachute payments under Section 280G of the Internal Revenue
Code, the aggregate amount of those payments is to be reduced to the extent
necessary to avoid that treatment, except that any payment to the executive
under the Company's Performance Plan or any acceleration of the vesting of his
stock-based awards will not trigger such a reduction.
In connection with the acquisition of North Side Savings Bank at year-end
1996, the Company entered into an employment agreement with Vice Chairman Thomas
M. O'Brien. The employment agreement provides for a three year term and an
annual base salary of $325,000 which amount may be increased at the discretion
of the Company's Board of Directors provided that, in any event, such annual
base salary shall be substantially equivalent to the annual base salary of any
other Vice Chairman of the Company and shall be no less than 50% of the annual
base salary of the Chief Executive Officer of the Company. The agreement also
provides that Vice Chairman O'Brien shall be eligible for annual bonuses, which
bonuses shall be substantially equivalent to the annual bonus, if any, paid to
any other Vice Chairman of the Company. In addition, the agreement provides for
Vice Chairman O'Brien's participation in all of the employee benefit plans
maintained by the Company including any pension, medical insurance, life
insurance and all stock based compensation plans. In the event that the Company
were to terminate the employment agreement other than for "cause," as defined,
or Vice Chairman O'Brien were to terminate the employment agreement in the event
of any material breach of the agreement by the Company which breach had not been
cured, then Vice Chairman O'Brien would be entitled to a lump sum payment equal
to the aggregate amount of his base salary for the otherwise remaining term of
the agreement multiplied by 130%. The agreement also provides for the continued
group health, major medical and hospitalization insurance coverage through the
third anniversary of the date of employment with the Company upon any
termination of the agreement by the Company other than for cause, as well as the
payment of certain benefits upon the death or disability of Vice Chairman
O'Brien.
At the end of 1994, the Board adopted the Performance Plan, under which
executives and other officers and employees may receive cash payments following
a change in control of the Company, if certain financial performance targets are
met in connection with the change-in-control transaction. (See "Report of the
Compensation Committee -- Performance Plan" on page 24.)
PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate by reference future
filings, including this Proxy Statement, in whole or in part, the following
Performance Graph and Compensation Committee Report shall not be incorporated by
reference into any such filings.
15
<PAGE> 19
Set forth below is a line graph comparing the cumulative total stockholder
return on the Company's Common Stock over a five year period with the cumulative
total return on the Standard and Poor's 500 Stock Index and the KBW Eastern
Region Index over the same period, assuming the investment of $100 in each on
December 31, 1992, and the reinvestment of all dividends. The KBW Eastern Region
Index, available from Keefe, Bruyette & Woods, Inc., is a
market-capitalization-weighted bank-stock index combining stock price
information from 10 of the larger bank holding companies in the eastern United
States.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
AMONG NORTH FORK BANCORPORATION, S&P 500 AND KBW EASTERN REGION
[GRAPH]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD KBW EASTERN
(FISCAL YEAR COVERED) REGION INDEX NFB S&P 500 INDEX
<S> <C> <C> <C>
1992 $100.00 $100.00 $100.00
1993 $104.29 $158.46 $110.01
1994 $ 92.58 $172.28 $111.47
1995 $157.16 $325.88 $153.34
1996 $215.56 $471.46 $188.23
1997 $344.92 $915.74 $251.03
</TABLE>
16
<PAGE> 20
REPORT OF THE COMPENSATION COMMITTEE
The Stock and Compensation Committee of the Company's Board of Directors
(the "Committee") is responsible for conducting periodic reviews of executive
compensation and for taking certain actions affecting the compensation of senior
executives, including the Chief Executive Officer. The Committee currently
consists of three directors, none of whom is an officer or employee of the
Company or any of its subsidiaries or has any separate, substantial business
relationship with the Company. The names of the Committee members are listed at
the end of this report. The Committee makes recommendations to the full Board of
Directors concerning salary levels for senior executives and officers generally.
In addition, the Committee plays a major role in determining the size of annual
bonuses paid to senior executives and other key employees under the Company's
annual bonus plan and has sole discretion over grants of awards to such persons
under the Company's stock-based incentive compensation plans. Finally, the
Committee has responsibility for monitoring post-retirement compensation
arrangements for senior executives and for establishing performance targets
under the Company's long-term performance plan, which may affect the level of
post-retirement payments to senior executives after any change-in-control of the
Company.
The Committee is submitting this report summarizing its involvement in the
compensation decisions and policies adopted by the Company for executive
officers generally and for Chairman, President and Chief Executive Officer John
Adam Kanas, specifically.
GENERAL POLICY
The Company's executive compensation policy is to provide an incentive for
executives to achieve corporate and individual goals and to reward executives
when these goals are met. Central to the concept and design of the executive
compensation strategy is the paramount importance of long-term shareholder
interests and the need to align senior management incentives with those
interests.
Compensation levels for executives are established after consideration of
corporate performance measurements and executive compensation practices followed
by the Company's competitors. Also included in the deliberative process are
personal factors such as commitment, leadership, teamwork and community
involvement. In reviewing competitive factors, the Committee principally
considers executive compensation practices followed by other banking
organizations of its size and character but also monitors executive pay at
nonbank companies within its market area that compete directly with the Company
for key personnel. Awareness of non-bank compensation levels has become more
important as the Company continues to grow and broaden its offering of products
and services to meet the full range of customers' financial needs.
The Committee obtains suggestions and advice from the CEO and certain other
executive officers regarding appropriate or desired levels of compensation for
them individually and for management personnel generally. The Committee has
access to all necessary Company financial reports, personnel records and other
data and obtains the advice of experts and compensation consultants, as
appropriate. Committee members have regular contact with senior management as a
result of their service on the
17
<PAGE> 21
Board and other Board committees, giving members a direct basis upon which to
evaluate the individual qualities and capabilities of the officers.
The ultimate purpose of the Company's executive compensation structure is
to attract and retain executives of the highest caliber and to motivate these
individuals to put forth maximum effort toward the achievement of specified
corporate goals identified through the strategic planning process of the Board
and management.
COMPONENTS OF COMPENSATION
In its deliberations regarding executive compensation, the Committee
focuses upon the following fundamental components: salary, annual incentive
compensation and long-term incentive compensation.
Salary
The Committee conducts an annual review of salary levels for all senior
executives and other officers, establishes general policy on salary levels and
makes recommendations or determinations on specific salaries or salary
modifications for the top executives. Salary levels are reflective of an
individual's responsibilities, experience and performance, as well as
competitive marketplace conditions.
Annual Incentive Compensation
The Committee assigns great importance to incentive compensation in the
overall mix of executive pay. The annual incentive component of executive
compensation has historically been provided through the Company's Annual
Incentive Compensation Plan (the "Bonus Plan"). Following profitable years,
executives and other key employees have received year-end cash distributions out
of a designated annual bonus pool established under the Bonus Plan, with senior
executives generally receiving larger bonus distributions as a percentage of
their base salaries than junior personnel. The overall size of the pool is
determined by the level of the Company's financial success based on one or
several criteria. Historically, the principal financial measure used to
determine the annual bonus pool has been earnings per share.
The Committee is responsible for establishing the financial performance
targets that determine the overall size of the annual bonus pool under the Bonus
Plan. The Committee may select one or several measures of financial performance
as targets and may elect to express a particular target in terms of a graduated
series of achievement levels, with successively larger bonus pools resulting
from correspondingly higher levels of achievement. The financial target or
targets typically are identified during the course of the particular year, with
occasional modifications to reflect unusual circumstances affecting the Company,
the economy or the banking industry generally. In each of the most recent years,
the principal measure of Company performance selected by the Committee for
purposes of setting the overall size of the bonus pool has been diluted earnings
per share, net of extraordinary or nonrecurring items.
Two years ago, the Bonus Plan was amended with shareholder approval to
ensure that amounts paid thereunder to executives would continue to be fully tax
deductible to the Company. Under the amended Bonus Plan, the Committee, in
addition to setting general performance targets that govern the funding of
18
<PAGE> 22
the bonus pool on a Company-wide basis, also must establish, on or before March
31 of each year, certain specific performance goals applicable exclusively to
bonus payments to the top Company executives (those individuals named in the
Summary Compensation Table in the Proxy Statement). These specific executive
goals always consist of an Earnings Per Share Target and a Stock Valuation
Target. Unlike the goals for the Company-wide bonus pool, the executive goals,
once established in the first quarter of each year, may not subsequently be
adjusted or supplemented. If at year-end either of the pre-established goals for
executive bonuses has been met, each of the top executives may receive, as his
maximum annual bonus payment out of the bonus pool, an amount calculated under
an objective formula established under the Bonus Plan for executive bonuses.
Under this formula, the maximum bonus for each executive is based on the
officer's position with the Company and the Company's "net income" for the year
as defined in the Bonus Plan. The aggregate of the maximum annual bonuses
payable under the Bonus Plan to the named executives in the Summary Compensation
Table as a group was limited in 1997 to 4.75 percent of the Company's "net
income" for the year, as thus defined.
Within the maximum bonus limit for each executive, the Committee in its
sole discretion determines at year-end the actual bonus payment to be received
by each, which may be less than (but may not exceed) the individual's maximum
bonus, objectively determined as described above.
Long-Term Incentive Compensation
The third and final component of the Company's executive compensation
strategy is the long-term incentive compensation program, under which executives
may be granted stock options and other stock-based awards offering them the
possibility of future value, depending on the executives' continued employment
with the Company and the long-term price appreciation of the Company's Common
Stock.
The Committee believes that, from a motivational standpoint, the long-term
incentive program has been a notable success and has contributed greatly to the
Company's superior performance in recent years, eliciting maximum effort and
dedication not only from senior executives but also from those other officers
and high-level employees who have been selected to participate. It is this
belief in the efficacy of incentive compensation that has led the Committee to
reconfigure the Company's long-term compensation program in several respects
during recent periods, in ways that affect both senior executives and other key
personnel. The net effect of this reconfiguration has been to increase the
importance of long-term incentive compensation to senior executives and to
extend the reach of equity-based incentive compensation to a broader range of
employees. The details of the reconfigured program are discussed further below.
In the case of individual executives, the Committee's decisions on
long-term incentive awards are based on an evaluation of both the Company's
performance (measured against its own pre-established goals and against its peer
group) and the individual's accomplishments. The primary instrument for granting
stock-based incentive awards to executives continues to be the Company's 1994
Key Employee Stock Plan (the "1994 Stock Plan"), which was approved by
shareholders at the 1994 annual meeting. Awards under the 1994 Stock Plan may
take the form of stock options or restricted stock.
19
<PAGE> 23
Stock options under the 1994 Stock Plan may be either so-called "incentive
stock options," which bestow certain tax benefits on the optionee, or
nonqualified stock options, not qualifying for such benefits. All options
granted under the plan must have an exercise price that is at least equal to the
market value of the Company's Common Stock on the date of grant and the
repricing of any options previously granted under the plan is prohibited.
Restricted shares awarded under the 1994 Stock Plan carry dividend and voting
rights from the date of grant but do not vest until some later date, and may be
forfeited if the optionee leaves the Company's employment before that date.
Changes to the Long-Term Incentive Program.
The reconfiguration of the Company's long-term incentive compensation
program, as implemented by the Committee in recent periods, involved several
elements. First, the Committee determined in late 1996 that top executives would
receive "reload" stock options if they elected to exercise their existing stock
options on a stock-for-stock basis. This reload feature, which is a device
intended to encourage option exercise, works as follows: if the executive elects
to exercise his existing stock options by delivering to the Company, as payment
of the option exercise price, a number of previously owned shares of Common
Stock of the Company (valued at the current market price), the executive
receives from the Company, in addition to his option shares, a new "reload"
option to acquire the number of shares delivered by him to the Company upon
exercise. Under the Company's reload option program, if the executive authorizes
the Company to withhold any of his option shares as payment of his tax
withholding obligation, the number of withheld shares will be added to the new
reload option. The reload option bears an exercise price equal to the fair
market value of the stock on the date the underlying option is exercised, and
expires on the same date the underlying option would have expired (i.e., the
reload option always has a shorter term than the underlying option). The
intention of reload options is to enable the executives to exercise their
existing options by surrender of pre-owned shares while maintaining their same
overall level of equity holdings in the Company.
In early 1997, Company executives Kanas, Bohlsen and Healy, taking
advantage of the Committee's willingness to grant them reload options, exercised
a substantial portion of their existing options in stock-for-stock exercises,
thereby triggering the issuance to them of a number of reload options. These
reload options issued in January 1997 have been separately identified in the
executive compensation tables included in this Proxy Statement. The Committee
may elect to offer reload options to executives again in the future, if in its
judgment such a measure will serve as an appropriate incentive to executives and
be in the best interests of stockholders.
A second element in the Committee's recent reconfiguration of the long-term
incentive compensation program was its decision in early 1997 that the vesting
period for restricted shares granted to senior executives should be
significantly extended, so that most if not all of these shares would remain
unvested, and would be forfeitable, until the anticipated date of the
executive's retirement. Previously, the vesting of restricted shares had been
set at some designated number of years after grant, e.g., on the fifth, sixth or
seventh anniversary of grant. The Committee believes that retirement-based
vesting of restricted stock will encourage senior executives to commit to the
Company for a longer period of time, to the Company's benefit.
20
<PAGE> 24
In accordance with this new policy, early in 1997 Company executives Kanas,
Bohlsen and Healy, with the Committee's encouragement, voluntarily surrendered
for cancellation all of their previously received, unvested shares of restricted
stock, leaving to the judgment of the Committee an appropriate designation of
replacement deferred compensation. Subsequently, after evaluating the available
choices, the Committee elected in February 1997 to grant to the executives as
replacement deferred compensation, awards of restricted shares with a
retirement-based vesting feature. By their terms, the replacement restricted
shares will vest only upon the executive's retirement, death or permanent
disability, unless there is an earlier change-in-control of the Company.
Cessation of employment prior to one of these occurrences will result in
forfeiture. The grants of replacement shares in February 1997 also contained
certain provisions designed to reduce the likelihood that the Company would
incur substantial tax penalties and surcharges upon the future vesting of the
executives' restricted shares. In return for the increased risk of forfeiture
accompanying these replacement restricted shares and the tax benefits thereunder
for the Company, the Committee determined, after consultation with valuation
experts, that the executives should receive a larger number of replacement
restricted shares than the number of restricted shares voluntarily surrendered
by them. The replacement restricted shares granted by the Committee to Company
executives Kanas, Bohlsen and Healy, which essentially served to replace prior
years' compensatory grants, are separately identified in the Summary
Compensation Table included in the Proxy Statement.
The final element in the Committee's reconfigured long-term compensatory
stock program does not directly affect the senior executives but derives from
the past success of the Company's long-term stock program as applied to them. In
December 1997, the Committee elected to adopt a new stock-based compensatory
plan, entitled the 1997 Non-Officer Stock Plan, providing for the grant of
nonqualified stock options and restricted stock to employees other than
executives. As discussed earlier in this report, the Committee has concluded
that stock-based incentive compensation has been a successful motivational
factor for senior officers and believes that this form of compensation can be
equally effective if extended to a broader range of employees. Under the new
plan, stock-based awards were granted in December 1997 to 150 deserving and
valuable employees. The new plan will not require shareholder approval under
applicable securities laws because the Company's officers, including the
executive officers named in the Summary Compensation Table, are not entitled to
participate.
Tax Deductibility of Certain Payments
Under a provision of the Internal Revenue Code, Section 162(m),
publicly-traded companies are denied a tax deduction for compensation exceeding
$1 million paid to any top executive, subject to certain exemptions. The
Company's Bonus Plan and its 1994 Stock Plan are designed so that bonus awards
and stock options granted to executives thereunder qualify for an exemption from
this statute, such that the related amounts of executive compensation remain tax
deductible to the Company. The Committee's current intention is that
compensation paid to the Company's senior executives should continue to be tax
deductible to the extent practicable. The Committee is working with senior
executives to achieve this goal to the extent consistent with the Company's
long-term objectives and the need to attract and retain top executive talent in
a competitive marketplace.
21
<PAGE> 25
YEAR-END 1997 COMPENSATION COMMITTEE REVIEW OF EXECUTIVE COMPENSATION
In reviewing executive compensation at year-end, the Committee was
primarily influenced by the fact that the Company, again in 1997, succeeded in
combining excellent earnings performance with significant growth. As in the five
preceding years, the Company was a top performer in 1997 both in its peer group
of banks and in the banking industry generally. Return on average equity for the
year approximated 24% and the return on average assets was 1.9%, each ratio
representing an all-time high for the Company and each substantially above the
industry average, even in a year that saw the banking sector as a whole report
record earnings. The Company's ROE and ROA ratios for 1997 represented
improvements from its 1996 ratios, by 23% and 21%, respectively, even after the
prior-year results were adjusted to eliminate certain nonrecurring charges.
The stellar earnings record achieved in 1997 is even more impressive in
light of the Company's continuing expansion during the period. In the course of
the year, the Company successfully integrated the operations of North Side
Savings Bank, a $1.7 billion savings bank acquired on December 31, 1996. In
1997, the Company also completed its first acquisition outside New York State,
with the purchase on December 12, 1997, of Branford Savings Bank, a $200 million
thrift located on the south shore of Connecticut. Most recently, in October
1997, the Company announced an agreement for its largest acquisition to date,
the pending purchase of New York Bancorp, parent company of Home Federal Savings
Bank, a thrift institution with $3.3 billion in assets and branches located
throughout the New York City metropolitan area.
Against this backdrop of excellent performance and sustained growth in
1997, the Company maintained both asset quality and operating efficiency. The
ratio of non-performing assets to total assets continued to decrease during the
period, with the coverage ratio (allowance for loan losses as a percentage of
non-performing loans) exceeding 360% at year-end. Moreover, the Company's
efficiency ratio, which one industry source touted as being the best of any bank
in the United States for 1996, improved (i.e., decreased) yet again during 1997.
Over the past year, the Company's core efficiency ratio was reduced to 38.14%, a
ten percent improvement from 1996 and among the lowest (i.e., best) efficiency
ratios achieved by any commercial bank in 1997.
At year-end, the Company's capital position remained strong, despite the
substantial growth in recent periods. In December 1997, the Company successfully
completed the sale of $100 million of 8% capital securities, qualifying as Tier
1 capital for regulatory purposes. The issuance was part of a long-term
capitalization strategy implemented by management to replace common stock with
other forms of attractively-priced Tier 1 capital, thereby enhancing
return-on-equity over time while preserving capital stability and flexibility.
The financial strength of the Company in recent years has been reflected in
its market price. In 1997, the Company's Common Stock continued to outperform
the "bull market," both in relation to the broader market and compared to more
narrow market indices comprising exclusively bank stocks. During 1997, the
market price of Common Stock, measured from year-end 1996 to year-end 1997,
increased by 89.5% (adjusted for the 2-for-1 stock split in May 1997). The
quarterly cash dividend, adjusted for the stock split, also was increased in
1997 by 20%. The five-year market performance of the
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Company's Common Stock also has been noteworthy. From year-end 1992 to year-end
1997, the market price (adjusted for all stock splits) increased by 819%, a
growth rate substantially higher than that experienced by regional bank stocks
generally or by the S&P 500 Index over the period.
Thus, 1997 was a very good year for the Company. For their efforts in
maintaining, and even improving upon, the Company's impressive performance
record of the preceding years, management deserves to be commended and rewarded.
The Committee has determined that the senior executives should receive a
significant increase in over-all compensation.
Salary
In line with the Company's current position that the incentive components
of compensation should be emphasized over cash salary, the Committee did not
recommend general salary increases for the entire executive team at year-end.
Annual Incentive Compensation
In contrast to its position on maintaining but not significantly increasing
executives' salaries, the Committee determined at year-end 1997 that the annual
bonuses paid to the senior executives under the Bonus Plan would be
substantially increased over the prior year's bonuses. The increases in annual
bonuses paid ranged from 26% to 37%. Even these increased bonus amounts,
however, did not equal the maximum bonus amounts that could have been paid to
the senior executives under the objective formula set forth in the Bonus Plan,
in light of the superior financial results realized by the Company in 1997.
Utilizing the discretion given it under the Bonus Plan, the Committee made
downward adjustments from the maximum bonus amounts payable under the plan's
objective formula. The bonus amounts actually paid to the named executives for
1997 are identified in the Summary Compensation Table.
Long-Term Incentive Compensation
As discussed above, the Committee decided in the past two years to
reconfigure the Company's long-term executive incentive program in several
respects. The grants of reload options to senior executives in January 1997 and
the grants of replacement restricted shares with retirement-based vesting to
these individuals in February 1997 were key parts of this reconfiguration. These
grants are discussed in more detail in the preceding sections of this report. In
keeping with its past practice, the Committee also conducted a year-end review
of long-term compensation for executives in December 1997, and elected at that
time to make new grants of stock-based awards to senior management. These
awards, like the 1996 year-end awards, were made under the Company's 1994 Stock
Plan. The four executives listed in the Summary Compensation Table received
stock-based awards (options and restricted stock) for an aggregate of 185,000
shares. After adjustment for the 2-for-1 stock split in May 1997, this number of
shares represented a significant decrease from the number of shares subject to
stock-based awards granted to senior executives at year-end 1996. However, due
to the increase in the market price of the Common Stock during the year, the
estimated dollar value of the 1997 awards was comparable to or greater than the
estimated value of the 1996 awards, on a per executive basis. Moreover, by
attaching a
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reload feature to the newly-granted stock options, the Committee believes it has
enhanced the incentive value of these options.
ARRANGEMENTS WITH EXECUTIVE OFFICERS
The Committee approves of the Company's traditional policy of not extending
long-term employment agreements to executive officers under normal
circumstances. Only in the context of certain acquisitions has the Company
varied from this policy, by occasionally agreeing to give employment contracts
to officers of an acquired bank, generally in replacement of their pre-existing
contracts with such bank. Of the named executive officers in the Summary
Compensation Table, only Vice Chairman O'Brien is currently serving under an
employment agreement with the Company, which replaces the agreement he had with
North Side Savings Bank prior to the Company's acquisition of North Side at
year-end 1996.
On the other hand, the Committee believes that the long-term interests of
stockholders are well served by extending to senior management certain
protections in the event a change-in-control of the Company should occur in the
future. In approving these arrangements, the Committee has sought to align
management's interest with that of stockholders, such that top executives would
be actively encouraged to seek out and aggressively explore possible
change-in-control transactions for the Company at the optimum time for the
optimum price.
The Company's change-in-control program for senior management involves two
elements, change-in-control agreements and a Performance Plan, each of which is
discussed in more detail below.
The Committee does not believe that management will act to protect its own
positions or interests at shareholder expense. Nor is the Committee aware of any
current offers to acquire the Company or discussions or negotiations regarding
any such acquisition.
Change-in-Control Agreements
In 1994, the Company extended change-in-control agreements to Company
executives Kanas, Bohlsen and Healy. Additionally, the Company extended a
change-in-control agreement to Company executive O'Brien after the acquisition
of North Side Savings Bank at year-end 1996 that is similar to the agreements of
the other officers. These change-in-control arrangements, which are fairly
standard in form and substance, provide that, if there is a change in control of
the Company and within a designated period thereafter the executive's employment
terminates, the executive will receive an amount in cash equal to a multiple of
the executive's salary before termination. The change-in-control agreements of
executives Kanas, Bohlsen, O'Brien and Healy are described in more detail
elsewhere in this Proxy Statement under "Agreements With Executive Officers."
Performance Plan
At the Committee's recommendation, the Company also adopted a Performance
Plan in 1994. This Plan offers not only to senior executives but to all officers
and salaried employees of the Company the possibility of a special, one-time
cash distribution if the Company is acquired in a transaction that
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produces an above-average return to the Company's stockholders. Under the
Performance Plan, if a change in control of the Company occurs and the change in
control involves or follows attainment of above-average financial results for
shareholders, a special performance pool will be funded, from which senior
executives and other officers and employees of the Company will receive
distributions. The availability and size of the special performance pool will
depend upon the level of financial success achieved by the Company, measured
against pre-established, objective performance targets. No pool will be funded
or distributed in connection with any acquisition of the Company that does not
exceed the industry average for such transactions, using as the basis of
comparison the ratio of the acquisition price paid to the book value of the
Company's Common Stock.
The Committee is charged with setting annual performance targets under the
Performance Plan. At the end of each calendar year, the Committee determines
specific performance targets that must be met in order for a performance pool to
be funded and distributed in connection with any change in control of the
Company that may be announced or completed in the ensuing year. The Committee
also determines the size of any such performance pool or the objective criteria
to be used in determining the size of the pool. In setting these targets, the
Committee is required to utilize objective measures of corporate performance.
Once established for a particular year, the performance targets and the criteria
for the performance pool may not later be altered or canceled. In adopting
specific performance targets, the Committee is directed to adhere to the general
Performance Plan goal that no performance pool amounts should be funded or
distributed except upon attainment of above-average financial results by the
Company prior to or as part of a change in control. The maximum size of any
performance pool distributable under the Performance Plan upon a change in
control is three percent of the Company's market capitalization at the time the
change in control is completed, including in the measurement of market
capitalization any premium paid to the Company's shareholders in the
transaction. Under the Performance Plan, a change in control is defined to mean
a merger, consolidation or other similar transaction in which the Company is
acquired by another corporation or one or a series of transactions in which a
majority of its outstanding stock is acquired by another corporation or
individual person or a related group. Once a performance pool is distributed,
the Performance Plan terminates.
Distributions of a performance pool after a change in control will be made
in three tranches. Tranche 1 will consist of senior executives, including the
Chief Executive Officer and such other senior officers as may be determined by
the Committee on a year-to-year basis. Tranche 2 will consist of other officers,
as determined by the Committee prior to a pool distribution. Tranche 3 will
include all other employees then participating in the Company's retirement plan.
Under the Performance Plan, the participants in Tranche 3 will always receive at
least 10 percent of any performance pool. The Committee may determine, on an
ongoing basis, how the remaining portion of the pool is to be divided between
the Tranche 1 and Tranche 2 participants. Currently, the Committee has decided
that 75 percent of any performance pool payable in 1998 would be distributed to
the Tranche 1 executives, who for 1998 will be the four executives named in the
Summary Compensation Table. The precise percentage allocations among the
participants in any specific tranche would be determined by the Committee
immediately prior to a change in control. Under the Performance Plan, the Chief
Executive Officer currently is entitled to receive at least 30 percent of
Tranche 1.
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If the performance pool is distributable under the Performance Plan because
a change in control has occurred and the pre-established performance targets
have been satisfied, the entire pool must be distributed. Participating
executives, officers or employees of the Company need not resign or retire in
order to receive distributions. In addition, the Performance Plan provides a
so-called tax gross-up provision for senior executives, under which the Company
would pay any taxes payable by the senior executives on pool distributions to
them, including any excise taxes on any portions of distributions constituting
"excess parachute payments" under the Internal Revenue Code.
In establishing particular performance targets for 1998, the Committee
selected as a benchmark for measuring any change-in-control transaction that may
be announced or completed in 1998, an index maintained by a designated industry
analyst for public sector commercial bank acquisition transactions announced in
the 12 months preceding announcement of the Company's transaction. Specifically,
if the Company's transaction, upon announcement, involves a multiple of sale
price to book value of the Company's Common Stock that exceeds the median
multiple of sale price to book value in the index, a performance pool will be
funded upon completion of the transaction. The size of the pool would depend on
the extent to which the multiple in the Company's transaction exceeded the
median multiple, ranging from a pool of 1.5 percent of market capitalization at
closing for transactions barely exceeding the median to 3.0 percent of market
capitalization at closing for transactions in the top decile under the index.
The Committee may elect in future years to alter the performance targets,
the definition of the performance pool or the size and constituency of the
tranches. There can be no assurances that a change-in-control transaction will
be effected within any certain period or at any time.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In assessing appropriate types and amounts of compensation for the Chief
Executive Officer, the Committee evaluates both corporate and individual
performance. Corporate factors included in the evaluation are return on
shareholders' equity, return on assets, levels and changes in non-performing
assets, the market price of the Common Stock and the Company's performance
compared to peer group institutions. Individual factors include the CEO's
initiation and implementation of successful business strategies, formation of an
effective management team and various personal qualities, including leadership.
The Committee believes that much of the credit for the Company's excellent
financial performance in 1997 and in recent years belongs to CEO John Adam
Kanas. In this regard, the Committee is of the view that Mr. Kanas deserves
particular mention for the success with which the Company has been able to
consistently improve its earnings record while actively pursuing an expansion
campaign, which now has extended beyond New York State to neighboring regions of
New England. In both the design and the implementation phases of the Company's
recent acquisitions, Mr. Kanas has played the key role. The Committee notes that
the demands on the time and effort of Mr. Kanas and the other members of his
senior management team resulting from the expansion program are extraordinary,
as they have at the same time continued to oversee all aspects of ongoing
banking operations. The Company's industry-
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leading efficiency ratio reflects this extraordinary degree of commitment
maintained by Mr. Kanas and his top executives.
The Committee also observes that the long-run success of an acquisition
program depends on rapid integration of the target businesses into the acquiror.
Here, too, the Committee believes, Mr. Kanas has played the critical role. In
just a few years, the Company has increased its size many times over, but Mr.
Kanas and his management team, with the addition of a few key officers from the
target companies, have been able to absorb and blend the acquired operations
into the North Fork organization rapidly and efficiently.
For the above reasons, the Committee recommended to the full Board at
year-end 1997 that Mr. Kanas' salary be increased by 31% and determined that the
cash bonus actually paid to him under the Bonus Plan, within the objectively
determined plan maximum, would be increased by 26% over his 1996 bonus. The
Committee also made year-end awards to Mr. Kanas of options to acquire 30,000
shares and 40,000 shares of restricted stock.
Committee members:
Allan C. Dickerson, Chairman
Lloyd A. Gerard
George H. Rowsom
RETIREMENT PLANS
Executive officers of the Company participate in a retirement plan (the
"Retirement Plan"), which is a defined benefit plan maintained and administered
by the Company. The Retirement Plan covers all employees who have attained age
21, completed at least one year of service and worked a minimum of 1,000 hours
per year. A participant becomes 100 percent vested under the Retirement Plan
after five years of service.
Under the Retirement Plan's benefit formula, participants accrue an amount
through the plan each year equal to five percent of their annual compensation
(as defined under the plan) plus a fixed rate of interest based on one-year
Treasury Bill rates, credited quarterly. These amounts are subject to
limitations under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The benefits subsequently paid under the Retirement Plan to
each participant after retirement are payments based on the accrued total amount
in the plan for that participant, projected over an assumed life expectancy.
Compensation under the Retirement Plan is total salary and bonuses (i.e.,
columns (c) and (d) in the Summary Compensation Table, excluding any directors'
fees), as well as certain other taxable compensation received by the executives
that is listed in column (i) of the Summary Compensation Table, excluding
Company contributions under the 401(k) Plan and the defined contribution feature
of the SERP.
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In addition to the Retirement Plan, the Company has a Supplemental
Executive Retirement Plan (the "SERP"). The SERP restores to specified senior
executives upon their retirement from the Company the full level of retirement
benefits that they would have been entitled to receive under the formula
contained in the Retirement Plan, absent the ERISA provision limiting maximum
payouts and maximum compensation under tax-qualified retirement plans. The SERP
also provides for participating executives a nonqualified defined contribution
plan feature, under which executives may elect to make post-tax contributions,
which will be entitled to matching Company contributions, much like 401(k) plan
deferrals, but not on a tax-deferred basis and not subject to the Internal
Revenue Code's limitation on maximum 401(k) plan contributions. The SERP may be
funded through a combination of elective contributions by covered individuals
and Company matching contributions, both made to a secular trust. Under the
SERP, the Company will also pay on behalf of covered individuals any income
taxes payable by them as a result of Company contributions on their behalf. Each
of the named executive officers in the Summary Compensation Table on page 9 is
covered under the SERP.
Based upon their current covered compensation and assuming retirement at
normal retirement age (65), executive officers Kanas, Bohlsen, O'Brien and Healy
would receive under the Retirement Plan and the SERP combined annual benefit
payments of approximately $278,400, $63,000, $162,900 and $49,800, respectively.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS
AND ASSOCIATED PERSONS
Since January 1, 1997, certain of the directors and executive officers of
the Company (and members of their immediate families and corporations,
organizations and trusts with which these individuals are associated) have been
indebted to North Fork Bank in amounts of $60,000 or more. All such loans were
made in the ordinary course of business, did not involve more than normal risk
of collectibility or present other unfavorable features, and were made on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the same time for comparable loan
transactions with unaffiliated persons. No such loan was classified by North
Fork Bank as of December 31, 1997, as a non-accrual, past due, restructured or
potential problem loan.
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered for inclusion in the Company's proxy
materials for the 1999 Annual Meeting of Stockholders must be received in
writing by the Secretary of the Company at the Company's principal executive
office no later than November 20, 1998. Such proposals also must meet the other
requirements established by the Securities and Exchange Commission for
stockholder proposals.
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INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, Certified Public Accountants, were the independent
auditors of the Company for the year ended December 31, 1997, and have also been
selected to serve as auditors for 1998. Representatives of KPMG Peat Marwick are
expected to be present at the Meeting with an opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions from stockholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Company is not aware of any other matters
that may come before the Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Meeting.
By Order of the Board of Directors
/s/ Anthony J. Abate
-----------------------------------
Anthony J. Abate
Senior Vice President and Secretary
Date: March 24, 1998
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PROXY
NORTH FORK BANCORPORATION, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
APRIL 28, 1998
The undersigned stockholder(s) of North Fork Bancorporation, Inc., a Delaware
corporation (the "Company"), hereby appoint(s) Irving L. Price, Jr., and Alma T.
Suter, and each of them, with full power to act alone, the true and lawful
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, and hereby authorize(s) them and each of them, to represent the
undersigned and to vote all shares of common stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Wyndham Windwatch Hotel, 1717 Vanderbilt Motor
Parkway, Hauppauge, New York 11788 at 10:00 a.m. on Tuesday, April 28, 1998, and
at any adjournments or postponements thereof, with all powers the undersigned
would possess if personally present, on the following proposal and any other
matters coming before said meeting:
1. Election of Directors to the Board of Directors
for terms to expire at the 2001 Annual Meeting
of Stockholders
Nominees: James F. Reeve, George H. Rowsom, Raymond W. Terry, Jr.,
Dr. Kurt R. Schmeller
(Check one box only for all nominees)
(CHANGE OF ADDRESS)
(Over)
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND IN THE
DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
SEE REVERSE
<PAGE> 34
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
FOR WITHHOLD
1. Election of Directors [ ] [ ]
(see reverse)
WITHHOLD for the following only. Write names(s) below.
Please indicate below whether you plan on attending the Meeting.
I PLAN TO ATTEND I DO NOT PLAN CHANGE OF ADDRESS
TO ATTEND ON RESERVE SIDE
[ ] [ ] [ ]
Receipt of the Notice of Annual Meeting of Stockholders
and accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this
proxy. Joint owners should each sign
personally. If signing as attorney, executor,
administrator, trustee or guardian, please include
your full title. Corporate proxies should be
signed by an authorized officer.
SIGNATURE(S) DATE
