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 June 30, 1996
period ended -------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition to
period from
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Commission file 0-12220
number
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THE FIRST OF LONG ISLAND CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 11-2672906
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10 Glen Head Road, Glen Head, New York 11545
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(Address of Principal Executive Offices) (Zip Code)
(516) 671-4900
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(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: 2,090,152 Shares of Common
Stock, par value $.10 per share, outstanding as of August 1, 1996.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
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 13
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K .................. 13
SIGNATURES ................................................. 14
EXHIBITS INDEX ............................................. 15
<PAGE>
PART I. FINANCIAL INFORMATION
THE FIRST OF LONG ISLAND CORPORATION
Item 1 Financial Statements
CONSOLIDATED BALANCE SHEETS
<TABLE>
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<S> <C> <C>
June 30, 1996 December 31, 1995
(Unaudited) (Note)
------------- -------------
ASSETS
Cash and Due From Banks .................................. $ 20,210,703 $ 22,884,445
Federal Funds Sold ....................................... 36,000,000 31,400,000
Investment Securities:
Available for sale, at market value ..................... 68,971,489 57,556,137
Held to maturity (Market Value $145,453,000 in 1996
and $161,355,000 in 1995) ......................... 147,126,764 159,677,530
------------- -------------
Total Investment Securities (Market Value
$214,424,000 in 1996 and $218,911,000 in 1995) .... 216,098,253 217,233,667
Loans:
Commercial ............................................. 25,925,645 21,900,667
Real Estate ............................................ 117,920,367 115,098,688
Installment ............................................ 9,684,608 9,670,686
------------- -------------
Total Loans ...................................... 153,530,620 146,670,041
Less: Unearned Income .................................. (816,752) (795,925)
Allowance for Loan Losses ........................ (3,601,784) (3,600,030)
------------- -------------
Net Loans ........................................ 149,112,084 142,274,086
Premises and Equipment ................................... 5,044,522 5,092,380
Other Assets ............................................. 7,154,058 6,769,970
------------- -------------
Total Assets ..................................... $ 433,619,620 $ 425,654,548
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand .................................................. $ 121,853,580 $ 123,640,360
Savings, NOW, and Money Market .......................... 223,700,655 215,536,599
Time .................................................... 35,248,088 34,777,748
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Total Deposits ................................... 380,802,323 373,954,707
Accrued Taxes, Expenses and Other Liabilities ............. 2,268,364 2,359,177
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Total Liabilities ................................ 383,070,687 376,313,884
STOCKHOLDERS' EQUITY
Common Stock, $.10 Par Value; 5,000,000 Shares
Authorized; Shares Issued and Outstanding:
1996-2,091,837, 1995-2,096,467 .......................... 209,184 209,647
Surplus .................................................. 7,157,420 7,366,485
Retained Earnings ........................................ 43,879,721 41,179,300
Unrealized Appreciation (Depreciation)
on Securities Available for Sale, Net ................. (697,392) 585,232
------------- -------------
Total Stockholders' Equity ....................... 50,548,933 49,340,664
Total Liabilities and Stockholders' Equity ....... $ 433,619,620 $ 425,654,548
============= =============
</TABLE>
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date.
See notes to consolidated financial statements.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
INTEREST INCOME
Loans, Including Fees on Loans .................................... $ 3,363,557 $ 3,276,104 $ 6,675,118 $ 6,504,163
Federal Funds Sold ................................................ 428,298 493,246 810,973 787,205
Investment Securities:
Available for sale ................................................ 1,005,684 687,832 1,947,778 1,399,592
Held to maturity .................................................. 2,310,490 2,528,393 4,696,976 5,098,029
----------- ----------- ----------- -----------
Total Interest Income ....................................... 7,108,029 6,985,575 14,130,845 13,788,989
INTEREST EXPENSE
Savings, NOW, and Money Market Deposits ........................... 1,701,618 1,835,150 3,369,421 3,555,340
Time Deposits ..................................................... 401,646 447,216 829,809 827,353
----------- ----------- ----------- -----------
Total Interest Expense ...................................... 2,103,264 2,282,366 4,199,230 4,382,693
----------- ----------- ----------- -----------
NET INTEREST INCOME ......................................... 5,004,765 4,703,209 9,931,615 9,406,296
Provision for Loan Losses
----------- ----------- ----------- -----------
Net Interest Income After Provision for Loan Losses ......... 5,004,765 4,703,209 9,931,615 9,406,296
NONINTEREST INCOME
Trust Department Income ........................................... 300,151 269,035 568,780 531,068
Service Charges on Deposit Accounts ............................... 591,293 486,678 1,180,810 967,723
Net Securities Gains .............................................. 3,765
Other Income ...................................................... 79,920 104,571 183,539 184,802
----------- ----------- ----------- -----------
Total Other Income .......................................... 971,364 860,284 1,933,129 1,687,358
OTHER OPERATING EXPENSES
Salaries .......................................................... 1,585,611 1,526,175 3,132,919 3,008,435
Employee Benefits ................................................. 593,325 510,530 1,170,746 1,124,306
Net Occupancy Expense ............................................. 288,213 277,848 602,760 555,268
Equipment Expense ................................................. 191,644 186,159 377,815 372,904
Other Expense ..................................................... 800,763 945,881 1,574,532 1,903,945
----------- ----------- ----------- -----------
Total Other Expense ......................................... 3,459,556 3,446,593 6,858,772 6,964,858
Income Before Income Taxes .................................. 2,516,573 2,116,900 5,005,972 4,128,796
Provision for Income Taxes .......................................... 847,300 700,100 1,678,000 1,352,300
----------- ----------- ----------- -----------
Net Income .................................................. $ 1,669,273 $ 1,416,800 $ 3,327,972 $ 2,776,496
=========== =========== =========== ===========
Net Income Per Share ........................................ $ 0.78 $ 0.66 $ 1.56 $ 1.30
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Six Months Ended
JUNE 30,
1996 1995
------------ ------------
(Unaudited) (Unaudited)
OPERATING ACTIVITIES
Net Income ............................................................. $ 3,327,972 $ 2,776,496
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depreciation and amortization ................... 314,994 320,004
Accretion of investment securities
premiums, net ............................................... (683,533) (913,212)
Realized gain on investment securities ........................ (3,765)
(Increase) decrease in other assets ........................... (625,803) 1,602,972
Increase in accrued taxes, expenses
and other liabilities ....................................... (103,400) (50,215)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ........................... 2,230,230 3,732,280
INVESTING ACTIVITIES
Proceeds from sales of investment securities Available for Sale ........ 265,265
Proceeds from maturities of investment securities Held to Maturity ..... 32,229,448 38,896,624
Proceeds from maturities of investment securities Available for Sale ... 2,700,000 4,250,000
Purchase of investment securities Held to Maturity ..................... (17,693,661) (30,622,937)
Purchase of investment securities Available for Sale ................... (16,457,749) (1,655,101)
Net increase in loans .................................................. (6,837,998) (2,121,940)
Purchases of premises and equipment .................................... (265,560) (360,134)
Proceeds from sale of equipment ........................................ (1,576)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ............................... (6,327,096) 8,651,777
FINANCING ACTIVITIES
Net increase in total deposits ......................................... 6,847,616 11,887,721
Cash dividends paid .................................................... (614,964) (560,153)
Repurchase of Common Stock ............................................. (352,290) (332,503)
Proceeds from exercise of stock options ................................ 142,762 97,600
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES ........................... 6,023,124 11,092,665
INCREASE IN CASH AND CASH EQUIVALENTS .................................... 1,926,258 23,476,722
Cash and cash equivalents at beginning of period ......................... 54,284,445 32,012,716
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......................... $ 56,210,703 $ 55,489,438
============ ============
</TABLE>
The Corporation made interest payments of $4,213,365 and $4,324,418 and tax
payments of $1,819,108 and $1,254,033 for the six months ended June 30, 1996 and
1995, respectively.
See notes to consolidated financial statements.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
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Unrealized
Appreciation/
Depreciation
Common Stock Retained on Securities
Shares Amount Surplus Earnings Available for Sale Total
------------ ------------ ------------- -------------- --------------- ------------
Balance January 1, 1995 ............ 1,400,384 $ 140,038 $ 7,619,723 $ 36,214,413 ($ 1,366,569) $ 42,607,605
Net Income ....................... 2,776,496 2,776,496
Exercise of Incentive
Stock Options .................... 4,512 452 97,148 97,600
Repurchase and Retirement of
Common Stock ..................... (8,000) (800) (331,703) (332,503)
Unrealized appreciation on
Securities Available for Sale, Net 1,425,778 1,425,778
Cash Dividend Declared
$.27 per share .................... (558,759) (558,759)
------------ ------------ ------------ ------------ ------------ ------------
Balance June 30, 1995 .............. 1,396,896 $ 139,690 $ 7,385,168 $ 38,432,150 $ 59,209 $ 46,016,217
============ ============ ============ ============ ============ ============
Balance January 1, 1996 ............ 2,096,467 $ 209,647 $ 7,366,485 $ 41,179,300 $ 585,232 $ 49,340,664
Net Income ....................... 3,327,972 3,327,972
Exercise of Incentive
Stock Options .................... 6,643 664 142,098 142,762
Repurchase and Retirement of
Common Stock ..................... (11,273) (1,127) (351,163) (352,290)
Unrealized depreciation on
Securities Available for Sale, Net (1,282,624) (1,282,624)
Cash Dividend Declared
$.30 per share .................... (627,551) (627,551)
------------ ------------ ------------ ------------ ------------ ------------
Balance June 30, 1996 .............. 2,091,837 $ 209,184 $ 7,157,420 $ 43,879,721 ($ 697,392) $ 50,548,933
============ ============ ============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 1996
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, 1995.
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 six month periods ended June 30,
1996 and 1995 are 2,134,767 and 2,131,419, respectively.
Investment Securities
The following table sets forth the Investment Securities for the six
months ended June 30, 1996:
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------------------------------------
( In Thousands)
Securities Held to Maturity:
U.S. Treasuries ................... $ 76,886 $ 214 $ 609 $ 76,491
U.S. Government Agencies .......... 32,922 219 1,271 31,870
State and Municipals .............. 30,248 204 364 30,088
Collateralized Mortgage Obligations 7,071 49 116 7,004
Other
Total ........................ $147,127 $ 686 $ 2,360 $145,453
Securities Available for Sale:
U.S. Treasuries ................... $ 48,146 $ 167 $ 792 $ 47,521
State and Municipals .............. 8,752 32 126 8,658
Collateralized Mortgage Obligations 12,987 322 12,665
Other ............................. 127 127
Total ........................ $ 70,012 $ 199 $ 1,240 $ 68,971
<PAGE>
The following table sets forth the Investment Securities for the twelve months
ended December 31, 1995:
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-----------------------------------------
( In Thousands)
Securities Held to Maturity:
U.S. Treasuries ................... $ 80,861 $ 1,201 $ 49 $ 82,013
U.S. Government Agencies .......... 36,238 405 396 36,247
State and Municipals .............. 33,975 564 91 34,448
Collateralized Mortgage Obligations 8,604 78 35 8,647
Total ........................ $159,678 $ 2,248 $ 571 $161,355
Securities Available for Sale:
U.S. Treasuries ................... $ 38,495 $ 821 $ 23 $ 39,293
State and Municipals .............. 6,779 92 7 6,864
Collateralized Mortgage Obligations 11,281 33 42 11,272
Other ............................. 127 127
Total ........................ $ 56,682 $ 946 $ 72 $ 57,556
<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 June 30, 1996 were
$433.6 million, reflecting a decrease of $3.5 million or 0.8% from the first
quarter end, and an increase of $8.0 million or 1.9% from the previous year end.
At period end, demand deposits totaled $121.9 million, an increase of $1.0
million or 0.8% over the first quarter end, and a decrease of $1.8 million or
1.4% from the previous year end. The largest segment of demand deposits is
comprised of checking accounts. On an average balance basis, these deposits rose
by $7.5 million or 6.9% during the first six months of 1996 over the like period
of 1995. Although there was strong growth in consumer checking, management's
most important marketing strategy continues to be the solicitation and
maintenance of commercial checking deposits. Savings, NOW, money market and
other time deposits grew in total by $8.6 million or 3.4% from the previous year
end, mostly the result of an influx of new money in money market accounts.
Overall total deposits, on both an actual and average basis, represent 88% of
total assets. The primary funding source for the Corporation is in its strong
core deposit base, and as a result, the Corporation has had no need for
borrowings or purchased funds.
Earning assets at June 30, 1996 were $401.2 million, a decrease from the
previous quarter end of $2.2 million or 0.5% but reflecting an increase over the
previous year end of $10.3 million or 2.6%. Included in earning assets are
federal funds sold, investment securities, and net loans.
Investment securities decreased $11.4 million or 5.0% from the previous
quarter end and $1.1 million or 0.5% from the previous year end. These decreases
were offset by increases in federal funds sold and growths in net loans. Total
invested funds, which includes federal funds sold, continues to represent the
Corporation's largest component of earning assets, approximating 58% of total
assets. Included in total invested funds were $52.9 million in short term
maturities of one year or less. These short term investments are 12% of total
assets and contribute to the Corporation's liquidity. No investment trading
account is maintained. The Corporation does not purchase any noninvestment grade
securities other than occasionally from local issuers.
Total loans were $153.5 million at June 30, 1996, showing an increase of
$4.8 million or 3.2% over the previous quarter end, and $6.9 million or 4.7%
higher than the previous year end. Overall loans outstanding show an increase
over last year in both period end and average balances. Commercial mortgage
outstandings, however, have declined somewhat. Real estate mortgage loans are
still the major component of the loan portfolio. Total loan outstandings run
approximately 35% of total assets. The loan portfolio is 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 June 30, 1996 was $3.6 million or 2.3% of
total loans, remaining level with the previous quarter and year ends. No
provision for loan losses have been considered necessary for the year thus far.
Further, no provisions were deemed necessary for the previous year. For the
current six months of 1996, recoveries exceeded charge-offs by $2 thousand.
Accruing loans which were past due ninety days or more amounted to $27 thousand
at the current quarter end compared with $135 thousand at the previous quarter
end and $251 thousand at the previous year end. Nonaccrual loans were $768
thousand at current quarter end compared to $589 thousand at the previous
quarter end and $843 thousand at the previous year end. The current allowance as
a percent of past due and nonaccrual loans was 242%.
<PAGE>
Total stockholders' equity of $50.5 million showed an increase of $100
thousand or 0.3% from the previous quarter end and an increase of $1.2 million
or 2.4% from the previous year end. Under Financial Accounting Standards Board
Release No. 115, investment securities determined available for sale are carried
at market value rather than amortized cost. As a result, unrealized depreciation
net of taxes at quarter end was recorded at $697 thousand, substantially higher
than the recorded amount of unrealized appreciation of $585 thousand at the
previous year end, thus impacting the reported net change. On June 18, 1996 a
cash dividend was declared in the amount of 30 cents per share payable on July
22, 1996 to shareholders of record July 8, 1996. Further, as mentioned in the
March reporting, a three for two stock split was paid by means of a 50% stock
dividend to shareholders of record on January 8, 1996. All applicable shares and
per share amounts have been retroactively adjusted to reflect the effects of
such dividend.
Liquidity and capital resources continue to exceed substantially the
regulatory requirements. The comparison of risk-based capital ratios maintained
at period end to regulatory minimum requirements were as follows:
Minimum
Required
June 30 March 31 Dec.31 Sept. 30
Rate 1996 1996 1995 1995
Total Capital Ratio 8.00% 31.84% 31.78% 31.50% 31.12%
Tier I Capital Ratio 4.00% 30.58% 30.52% 30.24% 29.86%
Leverage Ratio ..... 4.00% 11.82% 11.53% 11.59% 11.43%
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 current position is
considered to be satisfactory.
Results of Operations
Net income for the second quarter of 1996 was $1,669 thousand or $.78 per
share compared with $1,417 thousand or $.66 per share for the second quarter of
1995, showing an increase of $252 thousand or 18%. Net income for the first six
months of 1996 was $3,328 thousand or $1.56 per share compared with $2,776
thousand or $1.30 per share for the same period of 1995, an increase of $552
thousand or 20%.
As in the first quarter, the most important factor favorably influencing
earnings was a decline in non-interest operating expenses as virtually no FDIC
insurance expense was incurred in this second quarter of 1996. This is to be
compared with $192 thousand that was recorded in each of the first two quarters
of 1995. During the third quarter of 1995, the Bank Insurance Fund was
determined to have reached its legal requirement such that a refund was actually
paid to the Corporation in September. Little net FDIC premium expense was
incurred in the last six months of 1995: a net credit of $17 thousand for the
third quarter and a modest expense of $34 thousand in the last quarter of 1995.
In addition, income was favorably impacted by the growth in checking balances
and service charge income. The increase in service charge income was principally
the result of pricing adjustments which mostly became effective in October 1995.
There was also good growth in money market type savings balances, but the
benefit to earnings from these balances was largely offset by a decline in
traditional savings balances.
<PAGE>
Net interest income continues as the Corporation's primary source of
income. Net interest income for the quarter ended June 30, 1996 increased $302
thousand or 6.4% over the second quarter of 1995. Net interest income for the
six months ended June 30, 1996 increased $525 thousand or 5.6% over the same
period in 1995. The related net interest margin of 5.14%, however, was less than
that of the same six month period last year by seven basis points. This decline
is the result of generally lower interest rates on securities maturing or
repricing beyond one year.
Noninterest income net of securities transactions, showed an increase of
$111 thousand or 12.9% for the second quarter of 1996 compared with the second
quarter of 1995, and an increase of $250 thousand or 14.8% for the first six
months of 1996 compared to the same six month period in 1995. The largest
component of these increases reflect the increase in service charges on deposit
accounts as mentioned above.
There were no gains or losses on the sale of securities during the current
three or six month periods in comparison to a small gain reported in the first
six months of 1995.
Operating expenses showed an increase of $13 thousand in the second
quarter of 1996 compared to the second quarter of 1995. For the six months ended
June 30, 1996, operating expenses decreased in total by $106 thousand or 1.52%
when compared to the similar previous period. The positive variance between the
compared six month periods was due to the virtual elimination of FDIC insurance
expense of nearly $400 thousand.
No provision for loan losses was considered necessary.
Return on average assets (ROA) and return on average stockholders' equity
(ROE) for the current six month period were 1.54% and 13.25%, respectively,
compared with 1.37% and 12.53%, respectively, for the similar period of 1995.
Other Information
Capital expenditures for the year are presently estimated at
approximately $1,026 thousand. These expenditures are intended to cover costs of
furniture and equipment, facility improvements, and branch office expansion.
Expenditures for the six months ended June 30, 1996 amounted to $266 thousand
and are expected to remain within budgeted amounts.
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. Ten such plans have been initiated
since that date involving the repurchase of 20,000 to 25,000 shares per plan.
The tenth plan, which is also the most current one, was approved in November
1995 for 25,000 shares (adjusted to 37,500 shares). Under this plan, the
authorization approximates one and three quarters percent of the Corporation's
then outstanding shares of 1,397,495 (adjusted to 2,096,242 shares). At quarter
end, in addition to the most recent plan, 5,046 shares remain to be repurchased
under the immediately preceding plan. The total number of repurchases completed
during the present six month period was 11,273 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 most recent routine safety and soundness and Bank Information Systems
(BIS) examination was conducted by the Office of the Comptroller of the Currency
on the subsidiary Bank during the third quarter of
<PAGE>
1995, with a similar examination anticipated for the third quarter of 1996.
Also, the Office of the Comptroller of the Currency recently conducted its
separately scheduled examination of the subsidiary Bank's Trust and Investment
Services Department. The Corporation was examined by Federal Reserve Bank of New
York Examiners during the second quarter of 1996. Management is not aware, nor
has it been apprised by any regulatory authority, of any recommendations that
would have a material effect on the Corporation's liquidity, capital resources
and operations.
At their regularly scheduled meeting on July 16, 1996, the Board of
Directors of The First of Long Island Corporation adopted a Shareholder
Protection Rights Plan and declared a dividend of one Right on each outstanding
share of Common Stock. The dividend was paid on July 31, 1996 to shareholders of
record on July 31, 1996. The Rights Plan was not adopted in response to any
specific effort to acquire control of The First of Long Island Corporation.
Rather, it was adopted to deter abusive takeover tactics that can be used to
deprive shareholders of the full value of their investment. The Rights Plan was
filed with the Securities and Exchange Commission under Form 8-A on July 30,
1996.
Also, at the above meeting, Mr. Walter C. Teagle III was appointed by the
Board of Directors as a Class I Director. Mr. Teagle is president of Teagle
Management, Inc., a private investment company, as well as president of Metro
Design Systems, Inc., which provides engineering design services to the
telecommunications industry. It is anticipated that Mr. Teagle's name will be
submitted for election to a full two year term at the next Annual Shareholder's
Meeeting in April 1997.
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 fifteen offices in Nassau and Suffolk Counties. The
Corporation is not, nor has it been, involved in any acquisitions or mergers.
As referenced in our 1995 Annual Report, the most recent branch office was
opened in January of this year in Great Neck, and research is continuing of
other areas for added Commercial Banking Units.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders
(a) The Annual Meeting of Stockholders was held
April 16, 1996
(b) Election of Directors - All nominees were
re-elected as follows:
Paul T. Canarick Beverly Ann Gehlmeyer
William J. Catacosinos J. William Johnson
The following Directors continued in office:
Howard Thomas Hogan, Jr. John R. Miller, III
J. Douglas Maxwell, Jr.
(c) Matters Voted Upon:
(i) For the election of directors, each share is entitled to as
many votes as there are directors to be elected, and such votes
may be cumulated and voted for one nominee or divided among as
many different nominees as is desired. Votes cast in favor of the
foregoing nominees were as follows:
Paul T. Canarick 1,419,290
William J. Catacosinos 1,406,548
Beverly Ann Gehlmeyer 1,414,461
J. William Johnson 1,420,298
(ii) To approve adoption of The First of Long
Island Corporation Stock Option and
Appreciaiton Rights Plan:
In Favor of 1,300,512
Against 85,006
Abstain 34,899
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibit is included
herein:
(22) Notice of Annual Meeting of Stockholders
held April 16, 1996
(27) Financial Data Schedule
(b) Reports on Form 8-K - None
<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
August 8, 1996 By: /s/ J. WILLIAM JOHNSON
--------------- ----------------------------------------------------
Date J. William Johnson, President, Chairman of the Board
and Chief Executive Officer
August 8, 1996 By: /s/ WILLIAM J. WHITE
---------------- ----------------------------------------------------
Date William J. White, Vice President and Treasurer
(Chief Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
(22) Notice of Annual Meeting 16
(27) Financial Data Schedule 17
<PAGE>
(Exhibit 22)
THE FIRST OF LONG ISLAND CORPORATION
10 Glen Head Road
Glen Head, New York 11545
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 16, 1996
March 4, 1996
To the Stockholders of
The First of Long Island Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of THE FIRST OF
LONG ISLAND CORPORATION will be held at the OLD BROOKVILLE OFFICE, 209 GLEN HEAD
ROAD, GLEN HEAD, NEW YORK, on Tuesday, April 16, 1996, at 3:30 P.M.
local time for the following purposes:
(1) To elect Directors.
(2) To approve adoption of The First of Long Island Corporation Stock Option
and Appreciation Rights Plan.
(3) To transact any other business as may properly come before the meeting.
Only stockholders of record at the close of business on February 28,
1996 are entitled to notice of and to vote at such meeting or any
adjournment thereof.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
Senior Vice President and Secretary
IMPORTANT -- PLEASE MAIL YOUR PROXY PROMPTLY.
IN ORDER THAT THERE MAY BE PROPER REPRESENTATION AT THE MEETING, YOU ARE URGED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements and management's discussion and analysis of
financial condition and results of operations contained in the FORM 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000740663
<NAME> THE FIRST OF LONG ISLAND CORPORATION
<S> <C>
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