SUFFOLK BANCORP
8-K, 1995-04-06
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                             ---------------------


                                    FORM 8-K


                                 CURRENT REPORT



                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported): April 4, 1995



                                SUFFOLK BANCORP
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   New York                         0-13580                     11-2708279
- -------------------------------------------------------------------------------
(State or other                   (Commission                  (IRS Employer
Jurisdiction of                   File Number)              Identification No.)
Incorporation
or Organization)



6 West Second Street, Riverhead, New York 11901                        11901
- -------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)



         Registrant's telephone number, including area code: (516) 727-2700



                                      N/A
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

                                      (1)

<PAGE>   2

         ITEM 5.    OTHER EVENTS.


          On April 4, 1995, the Board of Directors of Suffolk Bancorp (the
"Company") mailed to shareholders an announcement that it was withdrawing Item
2 from consideration at the Company's annual meeting of shareholders scheduled
for April 11, 1995.  Item 2 was a proposal to increase the number of common
shares authorized from 7,500,000 to 37,500,000.  Item 2 was withdrawn due to
shareholder confusion about the purposes and practical effect of the proposal
to increase the authorized shares.

          On April 5, 1995, the Company issued a press release describing its
announcement to shareholders.





                                    EXHIBITS



         1.       Notice to Shareholders dated April 4, 1995.


         2.       Press Release dated April 5, 1995.





                                      (2)
<PAGE>   3


                                   SIGNATURES


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.




<TABLE>
<S>    <C>                                     <C>
                                               SUFFOLK BANCORP


Date:  April 6, 1995                           By: /s/ Edward J. Merz
                                                   ---------------------------
                                                   Edward J. Merz, President &
                                                   Chief Executive Officer
</TABLE>





                                      (3)
<PAGE>   4
                                Exhibit Index
                                -------------

Exhibit 
  No.              Description
- -------            ------------

 99.1       Notice to Shareholders dated April 4, 1995.

 99.2       Press Release dated April 5, 1995.






<PAGE>   1
                                                                      EXHIBIT 1.



                            [ SUFFOLK BANCORP LOGO ]

                              6 West Second Street
                           Riverhead, New York  11901



                             NOTICE TO SHAREHOLDERS


                                 APRIL 4, 1995



During the past several weeks, it has become apparent that there is
misunderstanding among our shareholders about the purposes and practical effect
of Item 2 for consideration at the annual meeting of the shareholders now
scheduled for April 11, 1995.  Item 2 was a proposal which would have increased
the number of common shares authorized from 7,500,000 to 37,500,000.


Accordingly, on the advice of qualified counsel, the Board of Directors of
Suffolk Bancorp has decided to withdraw Item 2 from the 1995 annual meeting to
provide shareholders with the opportunity to more fully understand the issue.
Therefore, the only items remaining on the agenda are the routine election of
directors and the approval of independent auditors.





                               #   #   #   #   #





                                      (4)

<PAGE>   1

                                                                      EXHIBIT 2.
FOR IMMEDIATE RELEASE
Contact:      Douglas Ian Shaw
              Corporate Secretary
              (516) 727-5667


                       SUFFOLK BANCORP MAKES ANNOUNCEMENT

         Riverhead, New York, April 5, 1995,  -- On April 4, 1995, the Board of
Directors of SUFFOLK BANCORP (NASDAQ - SUBK) decided to make the following
announcement to the shareholders:

         "During the past several weeks, it has become apparent that there is
misunderstanding among our shareholders about the purposes and practical effect
of Item 2 for consideration at the annual meeting of the shareholders now
scheduled for April 11, 1995.  Item 2 was a proposal which would have increased
the number of common shares authorized from 7,500,000 to 37,500,000.

         Accordingly, on the advice of qualified counsel, the Board of
Directors of Suffolk Bancorp has decided to withdraw Item 2 from the 1995
annual meeting to provide shareholders with the opportunity to more fully
understand the issue.  Therefore, the only items remaining on the agenda are
the routine election of directors and the approval of independent auditors."

         Suffolk Bancorp is a one-bank holding company engaged in the
commercial banking business through The Suffolk County National Bank, a full
service commercial bank headquartered in Riverhead, New York. "SCNB" is Suffolk
Bancorp's wholly owned subsidiary.  Organized in 1890, The Suffolk County
National Bank is the second largest independent bank headquartered on Long
Island.

         The Suffolk County National Bank maintains offices in Bohemia, Center
Moriches, Cutchogue, East Hampton, Hampton Bays, Mattituck, Medford, Miller
Place, Montauk, Port Jefferson, Riverhead, Sag Harbor, Shoreham, Southampton,
Wading River, Water Mill, and Westhampton Beach, New York.

         Suffolk Bancorp also owns Island Computer Corporation of New York,
Inc., a bank data-service company located in Bohemia, New York.

                                     #####





                                      (5)


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