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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SUFFOLK BANCORP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[LOGO]
6 WEST SECOND STREET
RIVERHEAD, NEW YORK 11901
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 1, 1995
To Shareholders of Suffolk Bancorp:
Notice is hereby given that a special meeting of shareholders of Suffolk
Bancorp, a New York corporation (the "Company"), will be held at the Fox Hill
Golf & Country Club, Oakleigh Avenue, Baiting Hollow, New York, on Thursday,
September 28, 1995, at 10:00 a.m. for the purpose of considering and voting upon
the following matters:
1. Amending the Certificate of Incorporation to increase the authorized
shares of common stock from 7,500,000 to 15,000,000.
2. Any other business which may be properly brought before the meeting or
any adjournment thereof.
By Order of the Board of Directors
DOUGLAS IAN SHAW
Corporate Secretary
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS QUICKLY AS POSSIBLE, WHETHER YOU
PLAN TO ATTEND THE MEETING IN PERSON OR NOT. YOU MAY WITHDRAW YOUR PROXY AT ANY
TIME PRIOR TO THE EXERCISE OF THE PROXY AT THE MEETING BY GIVING WRITTEN NOTICE
TO THE SECRETARY OF THE COMPANY.
<PAGE> 3
SUFFOLK BANCORP
6 WEST SECOND STREET
RIVERHEAD, NEW YORK 11901
PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 28, 1995
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Suffolk Bancorp, a New York corporation (the
"Company"), of proxies to be voted at a special meeting of shareholders to be
held at 10:00 a.m. on Thursday, September 28, 1995, at the Fox Hill Golf &
Country Club, Oakleigh Avenue, Baiting Hollow, New York. This proxy statement
and the form of proxy are first being sent to shareholders on September 1, 1995.
Any shareholders executing a proxy which is solicited hereby has the power to
revoke it. Revocation may be made effective by giving written notice to the
Secretary of the Company at any time prior to the exercise of the proxy.
Proxies will be solicited by mail. They also may be solicited by directors,
officers and regular employees of the Company as well as those of The Suffolk
County National Bank (the "Bank") and Island Computer Corporation of New York
which are wholly owned subsidiaries of the Company, personally or by telephone
or telegraph, but such persons will receive no additional compensation for such
services. Proxies may also be solicited by representatives of Georgeson and
Company, Inc., a proxy solicitation firm retained by the Company. Copies of
proxy material will be furnished to brokerage houses, fiduciaries and custodians
to be forwarded to the beneficial ownership of the Company's common stock. The
Company will bear all costs of soliciting proxies.
As of August 25, 1995, there were 3,709,373 shares of common stock, $5.00
par value, of the Company outstanding. Only holders of record of such stock at
the close of business on August 25, 1995, are entitled to notice of and to vote
at the special meeting. Each shareholder of record on that date is entitled to
one vote for such share held.
Proxies voted against the proposal will not be voted for any adjournment of
the special meeting called for the purpose of giving the Board of Directors
additional time to solicit votes or proxies for the proposal. All other valid
proxies may be voted for such an adjournment.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in the proxy statement
and considered at the 1996 annual meeting must be submitted on a timely basis.
Proposals for the 1996 shareholders' meeting must be received by the Company at
its principal executive offices no later than November 10, 1995. Any such
proposals, as well as any questions related thereto, should be directed to the
Secretary of the Company.
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<PAGE> 4
PRINCIPAL SHAREHOLDERS OF THE COMPANY
To the knowledge of the Company, the table below presents the total number
of shares and percent beneficially owned by shareholders who own more than 5
percent of the Company's common stock as of August 25, 1995:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT, NATURE AND PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
--------------------- ------------------------------ ---------------------------------
<S> <C> <C> <C> <C>
Common Stock Tweedy Browne Company 211,636 (Direct) 5.71%
52 Vanderbilt Avenue
New York, New York 10017
Common Stock North Fork Bancorporation, 190,046(1) (Direct) 5.12%
Inc.
9025 Route 25
Mattituck, New York 11952
</TABLE>
---------------
(1) As disclosed in a Schedule 13D filed by North Fork Bancorporation, Inc.
under the Securities Exchange Act of 1934, this amount does not include an
additional 29,910 shares of the Company's common stock held by officers and
directors of North Fork.
INCREASE IN AUTHORIZED SHARES
The Company is presently authorized to issue 7,500,000 shares of its common
stock of which 3,709,373 shares are outstanding. Of the remaining authorized but
unissued shares, the Company has reserved 93,929 shares for use under its
dividend reinvestment plan and 313,503 shares for issuance pursuant to stock
option plans adopted by the Company. This leaves 3,383,195 authorized but not
outstanding or reserved shares available for issuance. On May 2, 1995, the
Company announced its intention to repurchase its shares in the open market or
through privately negotiated transactions from time to time. The Company had
repurchased 98,801 shares since the date of such announcement, through August
28, 1995. The Company may continue to repurchase additional common stock in the
future. Shares of common stock repurchased in the future are available for
reissuance.
The Board of Directors of the Company is proposing an amendment of the
Company's Certificate of Incorporation to increase the authorized common stock
to 15,000,000 shares for several reasons.
The Board of Directors has determined that, at least for the foreseeable
future, it is in the best interest of the Company and its shareholders, its
customers and the community it serves for the Company to remain independent. The
Board has adopted a strategic plan pursuant to which it intends to remain
independent. However, the Company is susceptible to a hostile takeover attempt
because its stock is publicly and widely held and because the members of the
Board of Directors and management and their affiliates do not own a large enough
percentage of the Company's common stock to block certain types of possible
hostile takeovers. Therefore, from time to time the Board has considered
adopting various antitakeover devices. The Board of Directors currently intends
to adopt a plan pursuant to which it would issue to existing shareholders rights
to purchase additional shares for each share owned at substantially reduced
prices in the event of an attempted takeover of the Company not approved in
advance by the Board of Directors of the Company. Such a "Rights Plan" is an
antitakeover device because it increases the cost of a hostile takeover and,
therefore, makes a hostile takeover more difficult. The Board may also consider
adopting other antitakeover plans involving the issuance of shares in the
future.
North Fork Bancorp ("North Fork") has informed the Company that it owns
approximately 5 percent of the Company's outstanding stock and has received
permission from the Board of Governors of the Federal Reserve System (the "FRB")
to acquire up to 19.9 percent of the Company's outstanding common stock. While
North Fork has stated that it intends to acquire shares of Suffolk common stock
because it is an "attractive investment" and has covenanted with the FRB not to
acquire ownership or control in excess of 19.9 percent of the Company's
outstanding voting stock without the FRB's prior approval, North Fork has stated
that it is actively exploring the possibility of acquiring the entire equity
interest in the Company.
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Management and the Board of Directors of the Company have opposed North Fork's
attempts to acquire additional stock of the Company, including North Fork's
application with the FRB. Among the specific purposes of the Rights Plan
described above is the deterrence of a takeover of the Company by North Fork not
approved by the Board.
The Board of Directors has also considered from time to time declaring a
stock dividend or effectuating a stock split in the form of a stock dividend of
the Company's common stock pursuant to which each shareholder would receive an
additional share for each share currently held. This would not be done for
antitakeover purposes but rather to reduce the per share price to make it more
affordable and because such transactions often times result in the two resulting
shares trading at a higher aggregate price than the one share before the stock
dividend.
Other possible purposes for which additional authorized shares would be
available are the issuance in connection with acquisitions of other financial
institutions or other companies or properties, issuance under stock option plans
that may be adopted in the future, or issuance in public or private offerings to
raise additional capital and issuance under convertible securities or warrants
issued in financings or acquisitions. The Board of Directors has no present
intention to issue shares other than as discussed above but may do so in the
future. Because the additional shares could be issued without further
shareholder action, merely increasing the number of authorized shares could have
the effect of deterring future tender offers or takeovers of the Company and,
therefore, may be considered antitakeover in nature.
The issuance of additional shares under a Rights Plan or through a stock
dividend or stock split would not be dilutive to existing shareholders, other
than the shareholder or shareholders attempting to acquire control and thus
triggering a Rights Plan, since each existing shareholder would receive, or get
the right to purchase on favorable terms, his or her pro rata share of the
additional stock issued. Shares reserved under Rights Plans typically are not
issued because the Rights Plan is enough of a deterrent to a hostile takeover
that the takeover does not occur and the Rights never go into effect.
Other issuances of the additionally authorized stock typically would be in
a transaction in which the Board, in its business judgment, believed was for
full value through cash sales for financing purposes or for an acquisition of
another banking or financial institution or other property or assets.
The Board of Directors believes that an increase of the authorized shares
will allow for greater flexibility in not only servicing the needs of
shareholders but also allowing the Company to remain independent and unanimously
recommends that shareholders approve the amendment to the Company's Certificate
of Incorporation approving the increase in authorized common stock to 15,000,000
shares. Approval of holders of 70 percent or more of the Company's outstanding
stock is required for approval of the increase in the number of authorized
shares.
OTHER MATTERS
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.
Date: September 1, 1995
By Order of the Board of Directors
DOUGLAS IAN SHAW
Corporate Secretary
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SUFFOLK BANCORP
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS -- SEPTEMBER 28, 1995
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Richard J. Carey and Harold E. Burns as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the matters shown on the reverse
side in the manner directed, and upon any other matter which may properly come
before the meeting, all the shares of common stock of Suffolk Bancorp held on
record by the undersigned on August 25, 1995, at a special meeting of
shareholders to be held on September 28, 1995, or any adjournment thereof. The
undersigned hereby revoke(s) any proxy previously given.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL AMENDING THE CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK FROM 7,500,000 TO 15,000,000.
/ / FOR / / AGAINST / / ABSTAIN
DATED:
------------------------- , 1995
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Signature
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Signature if held jointly
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
