<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
---------------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-12220
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THE FIRST OF LONG ISLAND CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 11-2672906
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(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
10 Glen Head Road, Glen Head, New York 11545
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(516) 671-4900
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 1,399,445 SHARES OF
COMMON STOCK, PAR VALUE $.10 PER SHARE, OUTSTANDING AS OF OCTOBER 26,
1995.
1
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Changes in
Stockholders' Equity 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
- ----------------------------
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
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EXHIBITS 16
- --------
2
<PAGE>
PART I. FINANCIAL INFORMATION
THE FIRST OF LONG ISLAND CORPORATION
<TABLE>
<CAPTION>
Item 1 Financial Statements
CONSOLIDATED BALANCE SHEETS September 30, 1995 December 31, 1994
(Unaudited) (Note)
---------------------- --------------------
<S> <C> <C>
ASSETS
Cash and Due From Banks $18,963,893 $20,512,716
Federal Funds Sold 35,600,000 11,500,000
Investment Securities:
Available for sale, at market value 50,171,917 44,872,959
Held to maturity (Market Value $160,186,000 in 1995
and $160,941,000 in 1994) 160,192,514 167,758,845
---------------------- --------------------
Total Investment Securities (Market Value
$210,358,000 in 1995 and $205,814,000 in 1994) 210,364,431 212,631,804
Loans:
Commercial 20,821,728 19,656,219
Real Estate 114,113,693 115,855,485
Installment 9,813,816 8,960,640
---------------------- --------------------
Total Loans 144,749,237 144,472,344
Less: Unearned Income (796,069) (859,057)
Allowance for Loan Losses (3,606,704) (3,600,162)
---------------------- --------------------
Net Loans 140,346,464 140,013,125
Premises and Equipment 4,935,321 4,961,547
Other Assets 6,971,291 6,435,697
---------------------- --------------------
Total Assets $417,181,400 $396,054,889
---------------------- --------------------
---------------------- --------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $115,954,330 $109,473,146
Savings, NOW, and Money Market 214,436,274 211,068,894
Time 37,454,732 30,984,435
---------------------- --------------------
Total Deposits 367,845,336 351,526,475
Accrued Taxes, Expenses and Other Liabilities 1,648,244 1,920,809
---------------------- --------------------
Total Liabilities 369,493,580 353,447,284
STOCKHOLDERS' EQUITY
Common Stock, $.10 Par Value; 5,000,000 Shares
Authorized; Shares Issued and Outstanding:
1995-1,398,945, 1994-1,400,384 139,895 140,038
Surplus 7,430,568 7,619,723
Retained Earnings 40,083,186 36,214,413
Unrealized Appreciation (Depreciation)
on Securities Available for Sale, Net 34,171 (1,366,569)
---------------------- --------------------
Total Stockholders' Equity 47,687,820 42,607,605
Total Liabilities and Stockholders' Equity $417,181,400 $396,054,889
---------------------- --------------------
---------------------- --------------------
</TABLE>
NOTE: THE BALANCE SHEET AT DECEMBER 31, 1994 HAS BEEN DERIVED FROM THE AUDITED
FINANCIAL STATEMENTS AT THAT DATE.
See notes to consolidated financial statements.
3
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THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
-------------- ------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, Including Fees on Loans $3,316,817 $2,999,125 $9,820,980 $8,513,520
Federal Funds Sold 558,289 214,197 1,345,494 404,258
Investment Securities:
Available for sale 725,812 758,374 2,125,404 2,232,680
Held to maturity 2,499,981 2,449,670 7,598,010 7,102,927
-------------- ------------- -------------- --------------
Total Interest Income 7,100,899 6,421,366 20,889,888 18,253,385
INTEREST EXPENSE
Savings, NOW, and Money Market Deposits 1,825,583 1,373,476 5,380,923 3,726,846
Time Deposits 452,931 246,754 1,280,284 643,715
-------------- ------------- -------------- --------------
Total Interest Expense 2,278,514 1,620,230 6,661,207 4,370,561
-------------- ------------- -------------- --------------
NET INTEREST INCOME 4,822,385 4,801,136 14,228,681 13,882,824
Provision for Loan Losses 0 0 0 0
-------------- ------------- -------------- --------------
Net Interest Income After Provision for Loan Losses 4,822,385 4,801,136 14,228,681 13,882,824
NONINTEREST INCOME
Trust Department Income 275,189 274,790 806,257 768,223
Service Charges on Deposit Accounts 493,086 456,229 1,460,809 1,415,797
Net Securities Gains 0 (173,156) 3,765 (196,599)
Other Income 189,174 103,489 373,976 394,224
-------------- ------------- -------------- --------------
Total Other Income 957,449 661,352 2,644,807 2,381,645
OTHER OPERATING EXPENSES
Salaries 1,527,393 1,406,506 4,535,828 4,175,545
Employee Benefits 586,447 483,396 1,710,753 1,500,908
Net Occupancy Expense 276,979 251,909 832,247 770,700
Equipment Expense 198,655 182,034 571,559 558,140
Other Expense 685,424 838,693 2,589,369 2,598,102
-------------- ------------- -------------- --------------
Total Other Expense 3,274,898 3,162,538 10,239,756 9,603,395
Income Before Income Taxes 2,504,936 2,299,950 6,633,732 6,661,074
Provision for Income Taxes 853,900 763,900 2,206,200 2,189,900
-------------- ------------- -------------- --------------
Net Income $ 1,651,036 $ 1,536,050 $ 4,427,532 $ 4,471,174
-------------- ------------- -------------- --------------
-------------- ------------- -------------- --------------
Net Income Per Share $1.17 $1.09 $3.12 $3.16
-------------- ------------- -------------- --------------
-------------- ------------- -------------- --------------
</TABLE>
See notes to consolidated financial statements.
4
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THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
---------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $4,427,532 $4,471,174
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depreciation and amortization 480,006 457,500
Accretion of investment securities
premiums, net (1,314,635) (588,423)
Realized (gain) loss on investment securities (3,765) 196,599
Decrease (increase) in other assets 814,144 (518,588)
Increase (decrease) in accrued taxes, expenses
and other liabilities 287,588 (161,513)
---------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,690,870 3,856,749
INVESTING ACTIVITIES
Proceeds from sales of investment securities Available for Sale 265,265 3,007,891
Proceeds from maturities of investment securities Held to Maturity 52,044,617 120,664,037
Proceeds from maturities of investment securities Available for Sale 6,250,000 5,000,000
Purchase of investment securities Held to Maturity (44,971,733) (113,094,261)
Purchase of investment securities Available for Sale (9,951,374) (10,738,444)
Net increase in loans (333,339) (7,251,316)
Purchases of premises and equipment (453,780) (205,191)
---------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES 2,849,656 (2,617,284)
FINANCING ACTIVITIES
Net increase in total deposits 16,318,861 12,668,443
Cash dividends paid (1,118,912) (1,009,332)
Repurchase of Common Stock (332,503) (687,297)
Exercise of stock options 143,205 293,985
---------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,010,651 11,265,799
INCREASE IN CASH AND CASH EQUIVALENTS 22,551,177 12,505,264
Cash and cash equivalents at beginning of period 32,012,716 20,596,961
---------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $54,563,893 $33,102,225
---------------- ---------------
---------------- ---------------
</TABLE>
The Corporation made interest payments of $6,615,501 and $4,351,140 and tax
payments of $2,037,033 and $2,235,509 for the nine months ended September 30,
1995 and 1994, respectively.
See notes to consolidated financial statements.
5
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THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
<TABLE>
<CAPTION>
Unrealized
Appreciation/
Depreciation
on Securities
Common Stock Retained Available
Shares Amount Surplus Earnings for Sale Total
------------ ------------ ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance January 1, 1994 1,406,701 $140,670 $8,012,403 $31,249,852 $39,402,925
Net Income 4,471,174 4,471,174
Exercise of Incentive
Stock Options 13,084 1,308 292,677 293,985
Repurchase and Retirement of
Common Stock (19,401) (1,940) (685,357) (687,297)
Unrealized depreciation on
Securities Available for Sale, Net ($796,821) (796,821)
Cash Dividend Declared
$.36 per share (502,934) (502,934)
------------ ------------ ------------- ------------- ------------ -------------
Balance September 30, 1994 1,400,384 $140,038 $7,619,723 $35,218,092 ($796,821) $42,181,032
------------ ------------ ------------- ------------- ------------ -------------
------------ ------------ ------------- ------------- ------------ -------------
Balance January 1, 1995 1,400,384 $140,038 $7,619,723 $36,214,413 ($1,366,569) $42,607,605
Net Income 4,427,532 4,427,532
Exercise of Incentive
Stock Options 6,561 657 142,548 143,205
Repurchase and Retirement of
Common Stock (8,000) (800) (331,703) (332,503)
Unrealized appreciation on
Securities Available for Sale, Net 1,400,740 1,400,740
Cash Dividend Declared
$.40 per share (558,759) (558,759)
------------ ------------ ------------- ------------- ------------ -------------
Balance September 30, 1995 1,398,945 $139,895 $7,430,568 $40,083,186 $34,171 $47,687,820
------------ ------------ ------------- ------------- ------------ -------------
------------ ------------ ------------- ------------- ------------ -------------
</TABLE>
See notes to consolidated financial statements.
6
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THE FIRST OF LONG ISLAND CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 1995
FINANCIAL STATEMENT PRESENTATION
In the opinion of The First of Long Island Corporation, the accompanying
unaudited interim consolidated financial statements contain all adjustments
(consisting of normal recurring adjustments) necessary to present fairly its
financial position and results of its operations and cash flows for the periods
presented. For further information refer to the consolidated financial
statements and notes thereto included in the Corporation's annual report on Form
10-K for the year ended December 31, 1994.
EARNINGS PER SHARE
Earnings per share are calculated by dividing Net Income by the weighted
average number of shares outstanding including common stock equivalents. The
weighted average shares outstanding for the nine month periods ended September
30, 1995 and 1994 are 1,420,252 and 1,416,641 respectively.
INVESTMENT SECURITIES
The following table sets forth the Investment Securities for the nine
months ended September 30, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
Securities Held to Maturity:
U.S. Treasuries $ 76,937 $ 647 $ 315 $ 77,269
U.S. Government Agencies 38,152 313 846 37,619
State and Municipals 36,683 426 229 36,880
Collateralized Mortgage Obligations 8,420 77 79 8,418
---------------------------------------------------
Total $160,192 $1,463 $1,469 $160,186
Securities Available for Sale:
U.S. Treasuries $ 37,502 $ 388 $ 195 $ 37,695
State and Municipals 4,104 61 17 4,148
Collateralized Mortgage Obligations 8,388 6 192 8,202
Other 127 127
---------------------------------------------------
Total $ 50,121 $ 455 $ 404 $ 50,172
</TABLE>
7
<PAGE>
The following table sets forth the Investment Securities for the twelve months
ended December 31, 1994:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
Securities Held to Maturity:
U.S. Treasuries $ 67,781 $ 43 $2,386 $65,438
U.S. Government Agencies 42,924 128 2,871 40,181
State and Municipals 37,117 109 1,416 35,810
Collateralized Mortgage Obligations 9,956 21 396 9,581
Commercial Paper 9,981 50 9,931
-------------------------------------------------
Total $167,759 $301 $7,119 $160,941
Securities Available for Sale:
U.S. Treasuries $36,445 $ 23 $1,241 $35,227
State and Municipals 4,406 37 88 4,355
Collateralized Mortgage Obligations 5,935 771 5,164
Other 127 127
-------------------------------------------------
Total $46,913 $ 60 $2,100 $44,873
</TABLE>
Effective January 1, 1994 Statement of Financial Accounting Standards No.
115 was adopted by the Corporation, increasing securities available for sale by
$45,626,000 and Stockholders' Equity (on an after tax basis) by $835,000 which
represented the net unrealized gain on available for sale securities.
8
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
Item 2
Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
Total assets of The First of Long Island Corporation at September 30, 1995
were $417.2 million, reflecting an increase of $5.9 million or 1.4% from the
previous quarter end and an increase of $21.1 million or 5.3% from the previous
year end.
Demand deposits were relatively level with the previous quarter end at
$116.0 million but showed a 5.9% increase of $6.5 million from the previous year
end. However, on an average balance basis, checking accounts, which comprise
the largest part of demand deposits, continued to show very good growth,
increasing significantly over the comparable 1994 period averages. Year to date
averages reflect a growth of approximately $11 million or 11%. Management is
gratified by these results. The combined totals of savings and all other time
deposits, while relatively level at the $250 million range for the three
compared periods, have increased by approximately 2% to $251.9 million at the
current period end. Management has been successful thus far in assisting in the
maintenance of core time deposits by continuing to offer particularly
competitive rates in money market accounts. Total deposits comprise 88% of
total assets on both an actual and average basis. The Corporation relies solely
on its strong deposit base and equity as its source of funding.
Earning assets at September 30, 1995 increased approximately $8.7 million
or 2.3% from the previous quarter end, and approximately $22.2 million or 6.0%
from the previous year end. Earning assets include federal funds sold,
investment securities, and loans.
Investment securities increased $7.9 million or 3.9% from the previous
quarter end and decreased $2.3 million or 1.1% from the previous year end.
Since the previous year end, the decrease in investment securities was, in part,
the result of repayments on mortgage-backed U.S. Agency securities and
collateralized mortgage obligations, along with the maturities of municipal
securities. Total invested securities, which includes federal funds sold,
continues as the Corporation's largest component of earning assets. At period
end, these invested funds represented 59% of total assets, in close proximity to
ratios for the prior quarters and year end. Included in invested securities
were $59.9 million in short term maturities of less than one year. Short term
investments contribute substantially to the Corporation's liquidity. The
Corporation does not purchase any noninvestment grade securities other than
occasionally from local issuers, nor does it maintain an investment trading
account.
9
<PAGE>
Loan growth has continued to lag during the year, largely because the
Corporation has had particular difficulty in booking commercial mortgage loans.
Total loans outstanding were $144.7 million at September 30, 1995, reflecting a
decrease of $1.8 million or 1.2% from the previous quarter end, and only
slightly ahead of the previous year end by $300 thousand or .2%. Real estate
mortgage loans account for the major portion of outstandings. Total loans at
period end were 35% of total assets compared with 36% at the previous quarter
end and previous year end. The Corporation's loan portfolio continues to be
comprised of domestic loans only and does not include participation in
transactions commonly known as leveraged buy-outs of publicly held companies.
The allowance for loan losses at September 30, 1995 was $3.6 million or
2.5% of total loans, remaining level with both the previous quarter and year
ends. No provision for loan losses was deemed necessary thus far this year,
paralleling a similar situation for the previous year. For the current nine
months of 1995, recoveries exceeded charge-offs by $6.5 thousand. Accruing loans
which were past due ninety days or more amounted to $7.6 thousand compared with
$73.5 thousand at the previous quarter end and $3.2 thousand at the previous
year end. Nonaccrual loans were $731.8 thousand compared with $514.2 thousand
at the previous quarter end and $515.8 thousand at the previous year end. The
current allowance as a percent of past due and nonaccrual loans was 254.0%.
While the credit quality of the loan portfolio remains strong and the present
reserve for loan losses is considered appropriate, possibilities of future
increases in losses and delinquencies in the loan portfolio remain.
Total stockholders' equity of $47.7 million showed an increase of $1.7
million or 3.6% from the previous quarter end and an increase of $5.1 million or
11.9% from the previous year end. Investment securities determined available
for sale under Financial Accounting Standards Board Release No. 115 (FASB 115),
reflected in both the previous year end and in the current nine month period,
are carried at market rather than amortized value. As a result, under
stockholders' equity, unrealized appreciation net of taxes at quarter end was
recorded at $34.2 thousand, substantially higher than the recorded amount of
depreciation of $1,366.6 thousand at the previous year end. A cash dividend of
40 cents, which was declared in the second quarter, was paid on July 28, 1995 to
shareholders of record July 12, 1995.
Liquidity and capital resources continue to exceed substantially regulatory
requirements. Since the Federal Deposit Insurance Corporation instituted
assessment risk classifications for banks, The First of Long Island Corporation
has been classified as "well capitalized". The comparison of risk-based capital
ratios maintained at period end to the regulatory minimum requirements were as
follows:
10
<PAGE>
Minimum
Required Sept.30 June 30 March 31 Dec. 31
Rate 1995 1995 1995 1994
-------- ------- ------- -------- -------
Total Capital Ratio 8.00% 31.12% 30.02% 29.57% 27.81%
Tier I Capital Ratio 4.00% 29.86% 28.76% 28.31% 26.55%
Leverage Ratio 4.00% 11.43% 11.19% 11.02% 10.76%
Management regularly monitors the asset/liability sensitivity position to
assure maintenance of adequate liquidity and proper balance between interest
sensitive assets and interest sensitive liabilities. The most current position
is considered to be satisfactory.
RESULTS OF OPERATIONS
Net income for the third quarter of 1995 was $1,651 thousand or $1.17 per
share compared with $1,536 thousand or $1.09 per share for the third quarter of
1994. This is an increase of 7% on a quarter to quarter comparison.
Net income for the current nine month period was $4,428 thousand or $3.12
per share compared with $4,471 thousand or $3.16 per share for the same period
of 1994.
For the nine month period, in addition to the growth in checking account
balances, the most important positive influences on earnings were the absence of
securities losses and a significant decrease in FDIC insurance premium. The
FDIC insurance premium decrease was effective retroactively to June l, 1995.
Most of the securities losses in the first nine months of 1994 and the decrease
in FDIC insurance premium in 1995 were recorded in the respective third
quarters.
Net interest income, which is the Corporation's primary source of income,
increased somewhat during the third quarter. Year to date results exceeded the
similar period of 1994 by $346 thousand or 2.5%. The net interest margin,
however, was 5.19% for the current nine month period compared to 5.32% for the
same period of 1994. The net interest margin has been declining during 1995 as
interest rates on deposits increased more than those on earning assets.
Noninterest income, net of securities transactions, showed an increase of
$123 thousand or 15% for the third quarter of 1995 compared with the third
quarter of 1994, largely due to the recovery of certain nonrecurring items
during the current quarter. The current nine month period reflected an increase
of $63 thousand or 2% over the same period of last year.
11
<PAGE>
There were no gains or losses on the sale of securities during the second
or third quarters of 1995. Gains of $3.8 thousand in the first quarter mainly
reflect calls on certain municipal issues. Losses during 1994 were the results
of sales of certain low-yielding securities available for sale versus purchases
of new securities on which future income would be earned in excess of those
losses.
Operating expenses increased $112 thousand or 3.6% for the third quarter
of 1995 compared with the third quarter of 1994, and increased $636 thousand or
6.6% for the first nine months of 1995 compared with the same period a year ago.
The larger components of increases were salaries and employee benefits. FDIC
Insurance continued as a significant factor in noninterest expense, amounting to
$366 thousand for the current year to date prior to the effects of the
assessment reduction on a full year scale. As a result of the Federal Deposit
Insurance Corporation reaching its full-funded status, the rate of insurance
for the Corporation was reduced from 23 to 4 cents per hundred dollars of
deposits commencing June 1, 1995. The anticipated cost for the full year of
1995 will approximate $400 thousand.
No provisions for loan losses were considered necessary for the current or
previously reported periods.
Return on average assets (ROA) and return on average stockholders' equity
(ROE) for the current nine month period were 1.44% and 13.10%, respectively,
compared with 1.53% and 14.71%, respectively, for the similar period of 1994.
The differentials are largely the results of increased assets and increased
stockholder's equity relative to the current level of net income.
OTHER INFORMATION
Capital expenditures for the year are presently estimated at approximately
$1,575 thousand. These expenditures are intended to cover costs of furniture
and equipment, facility improvements, and branch office expansion. Expenditures
for the nine months ended September 30, 1995 amounted to $454 thousand and are
expected to remain within budgeted amounts.
Approval was recently received to open a commercial banking office in Great
Neck. A lease has been signed and opening of the office is expected in early
1996. This would be the Corporation's fifteenth office and seventh commercial
banking unit.
Stock repurchase plans have been approved by the Board of Directors since
1988, authorizing the Corporation to repurchase shares of its own common stock
in market or private transactions. Nine such plans have been initiated since
that date involving the repurchase of 20,000 to 25,000 shares per plan. The
12
<PAGE>
ninth, or current, plan for 25,000 shares was approved in January 1994. Under
this plan the authorization approximates one and three quarters percent of the
Corporation's then outstanding shares of 1,398,370 shares. No shares were
repurchased during the current quarter. Remaining shares available for
repurchase under the present plan amount to 10,745 shares. It is the
Corporation's belief that these repurchases of shares will help maximize
shareholder value. The stock purchases are financed through available Corporate
cash. The Board recently reaffirmed the current program for the repurchase of
shares from shareholders.
The subsidiary bank underwent a routine safety and soundness and Bank
Information Systems (BIS) examination during the current third quarter by the
Office of the Comptroller of the Currency. The examination also evaluated the
Corporation's compliance with various consumer laws and regulations. The
Corporation was examined by Federal Reserve Bank of New York Examiners during
the first quarter of 1993. Management is not aware, nor has it been apprised by
any regulatory authority, of any current recommendations that would have a
material effect on the Corporation's liquidity, capital resources and
operations.
The First of Long Island Corporation was organized as a New York
corporation on February 7, 1984 for the purpose of becoming a one bank holding
company. On April 30, 1984 the Corporation commenced operations as a bank
holding company when it acquired all the outstanding stock of The First National
Bank of Long Island. The Bank, which was chartered under national banking laws
in 1927, currently maintains fourteen offices in Nassau and Suffolk Counties.
The Corporation is not, nor has it been, involved in any acquisitions or
mergers.
13
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - The following exhibits are included herein:
(3) (ii) (a) Amendment to By-laws
(3) (ii) (b) By-laws, as amended
(b) Reports on Form 8-K - None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE FIRST OF LONG ISLAND CORPORATION
November 1, 1995 By: /s/ J. WILLIAM JOHNSON
- ---------------- -----------------------------------------------------
Date J. William Johnson, President, Chairman of the Board
and Chief Executive Officer
October 31, 1995 By: /s/ WILLIAM J. WHITE
- ---------------- -----------------------------------------------------
Date William J. White, Vice President and Treasurer
(Chief Financial Officer)
15
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ------------ ----
(3)(ii)(a) Amendment to By-laws 17
(3)(ii)(b) By-laws as amended 18
16
<PAGE>
Exhibit No. (3) (ii) (a)
(Amendment to Bylaws)
SECRETARY'S CERTIFICATE
1. I hereby certify that I am the Secretary of The First of Long Island
Corporation, located in Glen Head, State of New York and that I have been duly
appointed and am presently serving in that capacity in accordance with the
Bylaws of said corporation.
2. I further certify that at a meeting of the Board of Directors of said
corporation, duly and regularly called and held on the 18th day of July 1995,
the following resolution was duly adopted by affirmative vote and recorded in
the minute book of said corporation:
RESOLVED, that The Board of Directors amend Article III, Section 12
VACANCIES; INCREASES IN NUMBER of the Bylaws of the Corporation (which provides
for increases in board members pursuant to Section 2 of Article III). Section
12 now reads as follows (with the added clause underscored):
"Any vacancy occuring in the Board of Directors (by death, resignation, removal
for cause, INCREASE IN NUMBER PURSUANT TO SECTION 2, OR OTHERWISE) may be filled
by the affirmative vote of a majority of the remaining directors of the class in
which the vacancy occurs. A director elected to fill a vacancy shall be elected
to serve until the next annual meeting of shareholders, at which time a new
director will be elected for that position."
The foregoing resolution is presently in full force and effect and has not
been revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon subscribed my name and affixed the
seal of this corporation this 26th day of October, 1995.
/s/ ARTHUR J. LUPINACCI, JR.
-----------------------------
Arthur J. Lupinacci, Jr.
Secretary
17
<PAGE>
Exhibit No. (3) (ii) (b)
BYLAWS OF
THE FIRST OF LONG ISLAND CORPORATION
ARTICLE I
OFFICES: CORPORATE SEAL
Section 1. CORPORATION OFFICE. The office of the corporation in New
York shall be that set forth in the Certificate of Incorporation or in the most
recent amendment of the Certificate of Incorporation or resolution of the Board
of Directors filed with the Secretary of State of New York changing the
corporation office.
Section 2. OTHER OFFICES. The corporation may have such other
offices, within or without the State of New York, as the Board of Directors
shall, from time to time, determine.
Section 3. CORPORATE SEAL. The corporate seal of the corporation
shall consist of the name of the corporation and the name of the State of
incorporation and shall be in such form and bear such other inscription as the
Board of Directors may determine. The failure to use such seal, however, shall
not affect the validity of any documents executed on behalf of the corporation.
ARTICLE II
SHAREHOLDER MEETINGS
Section 1. PLACE AND TIME OF MEETINGS. Meetings of the shareholders
may be held at any place, within or without the State of New York, designated by
the Board of Directors and, in the absence of such designation, shall be held at
the office of the corporation in the State of New York. The Board of Directors
shall designate the time of day for each meeting and, in the absence of such
designation, every meeting of shareholders shall be held at three-thirty o'clock
p.m.
Section 2. ANNUAL MEETINGS.
(a) Unless otherwise designated by the Board of Directors, the annual
meeting of the shareholders shall be held on the third Tuesday of April of each
year; provided, however, that
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<PAGE>
the interval between two consecutive annual meetings shall not be more than
thirteen (13) months nor less than ten (10) months.
(b) At the annual meeting the shareholders, voting as provided in the
Certificate of Incorporation, shall elect directors, and shall transact such
other business as may properly come before them.
Section 3. SPECIAL MEETINGS. A special meeting of the shareholders
may be held at any time and for any purpose and may only be called by the
President or the Board of Directors.
Section 4. QUORUM; ADJOURNED MEETINGS. The presence, in person or by
proxy, of the holders of a majority of the shares entitled to vote at any annual
or special meeting shall constitute a quorum for the transaction of business.
In the absence of a quorum, any meeting may be adjourned to a subsequent date,
provided notice of such adjournment is mailed to each shareholder entitled to
vote at least five (5) days before such adjourned meeting. If a quorum is
present, a meeting may be adjourned from time to time without notice other than
announcement at such meeting. At adjourned meetings at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed. If a quorum is present, the shareholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 5. VOTING. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Certificate of Incorporation provides
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the corporation. Upon the demand of any shareholder,
the vote upon any question before the meeting shall be by ballot. All questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at the
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<PAGE>
meeting at the time of the vote except where otherwise required by applicable
law, the Certificate of Incorporation, or these Bylaws.
Section 6. CLOSING OF BOOKS. The Board of Directors may fix a time,
not more than fifty (50) nor less than ten (10) days preceding the date of any
meeting of shareholders, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, such meeting,
notwithstanding any transfer of shares on the books of the corporation after any
record date so fixed. The Board of Directors may close the books of the
corporation against the transfer of shares during the whole or any part of such
period. If the Board of Directors fails to fix a record date for determination
of the shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the fiftieth (50th) day preceding the
date of such meeting.
Section 7. NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a notice
setting out the time and place of each annual meeting and each special meeting,
which notice shall be mailed not less than ten (10) days nor more than fifty
(50) days prior thereto; except that notice of a meeting at which there is to be
considered either (i) an agreement of merger or consolidation, (ii) a proposal
to dispose of all or substantially all of the property and assets of the
corporation, (iii) a proposal to dissolve the corporation, or (iv) a proposal to
amend the Certificate of Incorporation, shall be mailed to all shareholders,
whether entitled to vote or not, at least thirty (30) days prior to the date of
such meeting. Every notice of any special meeting shall state the purpose or
purposes for which the meeting has been called, pursuant to Section 3 of this
Article, and the business transacted at all special meetings shall be
confined to the purpose or purposes stated in the notice.
Section 8. WAIVER OF NOTICE. Any shareholder, or the
representative entitled to vote any shares so represented, may waive notice of
any shareholder meeting by executing a written waiver of such notice either
before, at or after such meeting; provided, however, that the attendance of any
stockholder at a meeting, in person or by proxy, without protesting prior to the
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<PAGE>
conclusion of the meeting the lack of notice of such meeting, shall constitute a
waiver of notice by him.
Section 9. WRITTEN ACTION. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in accordance
with Section 615 of the New York Business Corporation Law, as the same may be
amended from time to time, or in accordance with such other statutory provision
as may be substituted therefor.
ARTICLE III
DIRECTORS
Section 1. GENERAL. The property, affairs and business of the
corporation shall be managed by the Board of Directors, each of whom shall be at
least eighteen years of age.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors of the
corporation shall consist of not less than five nor more than fifteen directors,
the exact number within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors; provided, however, that no decrease in number shall shorten the term
of any incumbent director. Directors should own a minimum of two hundred (200)
shares.
Section 3. TERM. The Board of Directors shall be divided into two
classes, Class I and Class II, which shall be as nearly equal in number as
possible. Each director shall serve a term ending on the date of the second
annual meeting following the annual meeting at which such director was elected;
provided, however, that each initial director in Class I shall hold office until
the annual meeting of shareholders in 1985; and each initial director in Class
II shall hold office until the annual meeting of shareholders in 1986.
Section 4. NOMINATIONS.
(a) Nominations for the election of directors may be made by the
Board of Directors or by any shareholder entitled to vote for the election of
directors. Such nominations shall be made by notice in writing, delivered or
mailed by first class United States mail, postage prepaid,
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<PAGE>
to the Secretary of the corporation not less than fourteen (14) days nor more
than fifty (50) days prior to any meeting of the shareholders called for the
election of directors; provided, however, that if less than twenty-one (21)
days' notice of the meeting is given to shareholders, such written notice shall
be delivered or mailed, as prescribed, to the Secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to shareholders. Notice of nominations which are proposed by
the Board of Directors shall be given by the Chairman on behalf of the Board.
(b) Each notice under subsection (a) shall set forth (i) the name,
age, business address and, if known, residence address of each nominee proposed
in such notice, (ii) the principal occupation or employment of each such nominee
and (iii) the number of shares of stock of the corporation which are
beneficially owned by each such nominee.
(c) The Chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 5. ORGANIZATION MEETING. As soon as practicable after each
annual election of directors, the Board of Directors shall meet at the office of
the corporation, or at such other place within or without the State of New York
as may be designated by the Board of Directors, for the purpose of electing the
officers of the corporation and for the transaction of such other business as
shall come before the meeting.
Section 6. REGULAR MEETING. The regular meetings of the Board of
Directors shall be held, without notice, at the office of the corporation on the
third Tuesday of each January, April, July and October. When any regular
meeting of the Board falls upon a holiday, the meeting shall be held on the next
banking business day unless the Board shall designate some other day.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman, the President or at the
request of three (3) or more of the
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<PAGE>
directors and shall be held at such time and place as may be designated in the
notice of such meeting.
Section 8. NOTICE OF MEETINGS. Notice of special meetings of the
Board of Directors shall be given at least twenty-four (24) hours in advance
thereof by mail, telephone, telegram or in person.
Section 9. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived by a director either before, at, or after such meeting
in a writing signed by such director; provided, however, that a director, by his
attendance and participation in any action taken at any meeting of the Board of
Directors, shall be deemed to have waived notice of such meeting.
Section 10. DIRECTOR AND COMMITTEE ACTION BY CONFERENCE TELEPHONE.
Any one or more members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such Board or committee by means of a conference
telephone or similar equipment which allows all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
Section 11. QUORUM. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of business, except that when a vacancy
or vacancies exist, a majority of the remaining directors shall constitute a
quorum.
Section 12. VACANCIES, INCREASES IN NUMBER. Any vacancy occurring in
the Board of Directors (by death, resignation, removal for cause, increase in
number pursuant to Section 2, or otherwise) may be filled by the affirmative
vote of a majority of the remaining directors of the class in which the vacancy
occurs. A director elected to fill a vacancy shall be elected to serve until
the next annual meeting of shareholders, at which time a new director will be
elected for that position.
Section 13. REMOVAL. At any meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with cause, pursuant to
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<PAGE>
the provisions of the Certificate of Incorporation. In the event that the
entire Board or any one or more directors be so removed, new directors shall be
elected at the same meeting.
Section 14. RETIREMENT. Each director shall retire at the annual
meeting following his attaining the age of seventy-five (75).
Section 15. CHAIRMAN OF THE BOARD. The Board of Directors shall
appoint one of its members to be Chairman of the Board to serve at the pleasure
of the Board. The Chairman so appointed may also be Chief Executive Officer of
the Bank. He shall preside at the Annual Meeting of Shareholders and at all
meetings of the Board of Directors. In addition to any specific powers
conferred by these Bylaws, he shall also have and may exercise such further
powers and duties as from time to time may be conferred upon or assigned to him
by the Board of Directors.
Section 16. SECRETARY TO THE BOARD. The Board of Directors may
appoint a Secretary to the Board who shall keep the minutes of its meetings
instead of the Secretary of the Corporation. The said person need not be a
member of the Board of Directors.
Section 17. COMMITTEES. The Board of Directors may establish such
committees from time to time, making such regulations as it deems advisable with
respect to the membership, authority and procedures of such committee of the
Board of Directors; provided, however, that in no event shall a committee have
power to amend these Bylaws.
Section 18. COMPENSATION. Directors who are not salaried officers of
this corporation may receive such fixed sum per meeting attended or such fixed
annual sum as may be determined, from time to time by resolution of the Board of
Directors. All directors may receive their expenses, if any, of attendance at
meetings of the Board of Directors or any committee thereof, if approved by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
Capacity and receiving proper compensation therefor.
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<PAGE>
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of this corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary, and a
Treasurer, and such other officers as the Board of Directors, in its discretion,
may deem necessary. Any two offices, except those of President and Secretary,
may be held by one person.
Section 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. At each
organization meeting of the Board of Directors the Board shall elect all of the
officers of the corporation. All officers of the corporation except the
President shall hold office until the annual meeting of the Board next
succeeding their election to office, or until the election and qualification of
their respective successors. The President shall continue to hold office until
the election and qualification of his successor.
Section 3. CHIEF EXECUTIVE OFFICER. The Board of Directors shall
appoint one of its members to be Chief Executive officer of the corporation, who
may also serve as Chairman and/or President. The Chief Executive officer shall
have general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, to the office of
Chief Executive Officer, or imposed by these Bylaws. He shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon, or assigned to, him by the Board of Directors.
Section 4. PRESIDENT. The Board of Directors shall appoint one of
its members to be President of the corporation. He may also be Chief Executive
Officer of the corporation, and, in the absence of the Chairman, he shall
preside at meetings of the Board of Directors and at the Annual Meeting of
Shareholders. He shall have general executive powers, and, in addition to any
specific powers conferred by these Bylaws, he shall also have and may exercise
such further powers and duties as from time to time may be conferred upon or
assigned to him by the Board
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<PAGE>
of Directors or the Chief Executive Officer. In the absence of the Chief
Executive Officer, he shall perform all the duties of the Chief Executive
Officer.
Section 5. VICE PRESIDENT. Each Vice President shall have such
powers and shall perform such duties as may be specified in the Bylaws or
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to his
power and duties in the order designated by the Board of Directors.
Section 6. SECRETARY. The Secretary shall keep accurate minutes of
all meetings of the shareholders and the Board of Directors, shall give proper
notice of meetings of shareholders and directors, and shall perform such other
duties and have such other powers as the Board of Directors or the President may
from time to time prescribe. However, the Board of Directors may, in its
discretion, appoint additionally a Secretary to the Board who shall keep the
minutes of its meetings instead of the Secretary of the Corporation.
Section 7. TREASURER. The Treasurer, subject to the order of the
Board of Directors, shall have the care and custody of the money, funds,
valuable papers, and documents of the corporation (other than his own bond, if
any, which shall be in the custody of the President), and shall have and
exercise, under the supervision of the Board of Directors, all the powers and
duties commonly incident to his office, and shall give bond in such form and
amount and with such sureties as shall be required by the Board of Directors.
The Treasurer shall keep accurate accounts of all monies of the corporation
received or disbursed. He shall deposit all monies, drafts and checks in the
name of, and to the credit of, the corporation in such banks and depositaries as
a majority of the whole Board of Directors shall from time to time designate.
He shall have power to endorse for deposit all notes, checks and drafts received
by the corporation. He shall disburse the funds of the corporation in the
manner prescribed by the Board of Directors, making proper vouchers therefor.
He shall render to the President and the directors, whenever required, an
account of all his transactions as Treasurer and of the financial condition of
the corporation and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the President.
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<PAGE>
Section 8. ADDITIONAL OFFICERS AND AGENTS. The Board of Directors,
at its discretion, may appoint a general manager, one or more assistant
treasurers, one or more assistant secretaries, and such other officers or agents
as it may deem advisable, and may prescribe the duties of any such officer or
agent.
ARTICLE V
SHARES
Section I. STOCK CERTIFICATES. Certificates of stock shall bear the
seal of the corporation engraved thereon, and the signature of two persons. One
shall be the signature of the President or a Vice President and it may be
manual, by facsimile process, engraved, printed or impressed. The other shall
be the signature of a Vice President, the Secretary, Assistant Secretary, or any
other officer as authorized signer appointed by the Board of Directors for that
purpose, and it may be manual or by facsimile process. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the corporation properly endorsed.
Section 2. TRANSFERS. Shares of stock shall be transferable on the
books of the corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
Section 3. LOSS OF CERTIFICATES. Any shareholder claiming loss or
destruction of a share certificate shall make an affidavit of that fact and,
unless waived by the Chief Executive Officer or Treasurer, shall give the
corporation a bond of indemnity to indemnify the corporation against any claim
which may be made against it on account of the reissue of such certificate,
whereupon a new certificate may be issued in the same tenor and for the same
number of shares as the one alleged to have been destroyed or lost.
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<PAGE>
ARTICLE VI
DIVIDENDS
Section 1. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation, these Bylaws and applicable law, the Board of Directors may
declare dividends from paid-in surplus, earned surplus or from net earnings for
the current or preceding fiscal year of the corporation at such times and in
such amounts as the Board shall deem advisable.
Section 2. RECORD DATE. Subject to any provisions of the Certificate
of Incorporation, the Board of Directors may fix a date preceding the date fixed
for the payment of any dividend or allotment of other rights as the record date
for the determination of the shareholders entitled to receive payment of such
dividend or allotment of such rights; and in such case only shareholders of
record on the date so fixed shall be entitled to receive such payment or
allotment notwithstanding any transfer of shares on the books of the corporation
after such record date. The Board of Directors may close the books of the
corporation against the transfer of shares during the whole or any part of such
period.
ARTICLE VII
BOOKS AND RECORDS; FISCAL YEAR
Section 1. BOOKS AND RECORDS. The Board of Directors of the
corporation shall cause to be kept in the office of the corporation:
(a) a share register, giving the names and addresses of the
shareholders, the number and classes of shares held by each, and
the dates on which the certificates therefor were issued;
(b) records of all proceedings of shareholders and directors;
(c) such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business; and
(d) Bylaws of the corporation and all amendments thereto.
Section 2. FISCAL YEAR. The fiscal year of the corporation shall be
the calendar year.
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<PAGE>
ARTICLE VIII
INSPECTION OF BOOKS
Section 1. EXAMINIATION BY SHAREHOLDERS. Every shareholder of the
corporation and every holder of a voting trust certificate shall have the right
to examine, in person or by agent or attorney authorized in writing to represent
the shareholder, at any reasonable time or times, for any proper purpose, and at
the place or places where usually kept, the share register, books of account and
records of the proceedings of the shareholders and directors and to make
extracts therefrom.
Section 2. INFORMATION TO SHAREHOLDERS. Upon written request by a
shareholder of the corporation, the Board of Directors shall furnish to him a
statement of profit and loss for the last fiscal year and a balance sheet
containing a summary of the assets and liabilities as of the close of such
fiscal year.
ARTICLE IX
INDEMNIFICATION, CONTRACT WITH THE CORPORATION AND
LIABILITY INSURANCE
Section 1. INDEMNIFICATION. Any person who at any time shall serve
or shall have served as a director, officer, or employee of the corporation, or
any other enterprise at the request of the corporation and the heirs, executors
and administrators of such person shall be indemnified by the corporation in
accordance with, and to the fullest extent permitted by, New York law, as the
same exists or may hereafter be amended. The foregoing right of indemnification
or reimbursement shall not be exclusive of other rights to which such person may
be entitled.
Section 2. CONTRACT WITH THE CORPORATION. The provisions of this
Article IX shall be deemed to be a contract between the corporation and each
director and officer of the corporation who serves in any such capacity at any
time while this Article IX and the relevant provisions of New York law, as the
same exists or may hereafter be amended, may be in existence; and any
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<PAGE>
amendment of any such law or of this Article IX shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
Section 3. LIABILITY INSURANCE. The corporation shall have the
power, to the fullest extent permitted by New York law, as the same exists or
may hereafter be amended, to purchase and maintain insurance on behalf of any
person who is or was a director or officer against any liability asserted
against him and incurred by him in such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against any such liability under the provisions of this Article IX.
ARTICLE X
AMENDMENTS
SECTION 1. Subject to Section 2 of this Article, these Bylaws may be
amended by a vote of the majority of the whole Board of Directors at any
meeting.
SECTION 2. Notwithstanding the provisions of Section 1 of this
Article, the shareholders may amend or repeal any Bylaw by affirmative vote of
seventy percent (70%) or more of the outstanding shares of capital stock of the
corporation entitled to vote generally, cast at any annual meeting or at any
special meeting of shareholders called for such purpose.
-13-
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