0000950172-95-000352.txt : 19950918 0000950172-95-000352.hdr.sgml : 19950918 ACCESSION NUMBER: 0000950172-95-000352 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950915 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUFFOLK BANCORP CENTRAL INDEX KEY: 0000754673 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 112708279 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44405 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 6 W SECOND ST CITY: RIVERHEAD STATE: NY ZIP: 11901 BUSINESS PHONE: 516725667 MAIL ADDRESS: STREET 1: 6 WEST SECOND STREET CITY: RIVERHEAD STATE: NY ZIP: 11901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9025 ROUTE 25 CITY: MATTITUCK STATE: NY ZIP: 11952 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 9025 ROUTE 25 CITY: MATTITUCK STATE: NY ZIP: 11952 SC 13D 1 THIS IS A CONFORMING COPY OF THE DOCUMENT ORIGINALLY FILED ON JUNE 5, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 SUFFOLK BANCORP (Name of Issuer) Common Stock, $5.00 par value (Title of Class of Securities) 864739107 (CUSIP Number) Daniel M. Healy Executive Vice President and Chief Financial Officer North Fork Bancorporation, Inc. 9025 Route 25 Mattituck, New York 11952 (516) 298-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: William S. Rubenstein, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-2642 May 25, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ X ] CUSIP No. 864739107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: North Fork Bancorporation, Inc. I.R.S. Identification No. 36-3154608 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: State of New York 7. SOLE VOTING POWER NUMBER OF SHARES 5% BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER REPORTING None PERSON WITH 9. SOLE DISPOSITIVE POWER 5% 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,064 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ X ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14. TYPE OF REPORTING PERSON CO Item 1. Security and Issuer. This statement relates to the common stock, par value $5.00 per share (the "Common Stock"), of Suffolk Bancorp, a New York corporation (the "Company"). The principal executive offices of the Company are located at 6 West Second Street, Riverhead, New York, 11901. According to the Company's most recent Quarterly Report on Form 10-Q for the three months ended March 31, 1995, as of such date the Company had 7,500,000 shares of authorized Common Stock, of which 3,799,674 shares were issued and outstanding. Item 2. Identity and Background. (a)-(c) and (f) This statement is being filed by North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"). The principal executive offices of North Fork are located at 9025 Route 25, Mattituck, New York 11952. The principal business of North Fork is to provide, through its bank subsidiary North Fork Bank, comprehensive consumer and commercial banking services which include deposit and loan products, trust services, annuity sales, cash management and investments through its brokerage subsidiary. Information as to each of the executive officers and directors of North Fork is set forth on Schedule I hereto. Each of such persons is a citizen of the United States. (d) During the last five years, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. North Fork intends to finance its purchases of the Company's Common Stock from available cash and investments held by North Fork. Item 4. Purpose of Transaction. On January 31, 1995, North Fork filed an application (the "Federal Reserve Application") with the Board of Governors of the Federal Reserve System (the "Federal Reserve"), under Section 3(a)(3) of the Bank Holding Company Act of 1956, to acquire up to 19.9% of the voting securities of the Company, and to thereby acquire indirectly up to 19.9% of the Company's wholly- owned subsidiary bank, The Suffolk County National Bank. The Federal Reserve Application states North Fork's intent to acquire up to 19.9% of the outstanding shares of the Common Stock from time to time in the market or in privately negotiated transactions, subject to market conditions. The Federal Reserve Application further states that North Fork intends to acquire the shares because it believes that the Common Stock is an "attractive investment" and that "the market price of the [Company's] stock will rise, resulting in a profit on [North Fork's] investment." Finally, the Federal Reserve Application states that while North Fork "is actively exploring the possibility of acquiring the entire equity interest" in the Company, North Fork will not acquire ownership or control of more than 19.9% of the voting securities of the Company without seeking prior approval of the Federal Reserve. The Federal Reserve Application also included certain commitments by North Fork that it would not, among other things, exercise a controlling influence over certain policies and decisions of the Company, engage in certain transactions with the Company or propose directors (including North Fork representatives) in opposition to the Company's nominees. In connection with its consideration of the Federal Reserve Application, on May 1, 1995 the Federal Reserve sought an additional commitment by North Fork that it would not, without prior approval of the Federal Reserve, exercise any enhanced shareholder rights acquired as a result of its ownership of over 5% of the voting securities of the Company to obtain nonpublic information concerning the performance, condition or business plans of the Company, to participate in Company decisionmaking or to communicate with Company shareholders. North Fork has committed in writing to refrain from taking any such action without prior Federal Reserve approval. On May 9, 1995 the Federal Reserve approved North Fork's proposal to purchase up to 19.9% of the voting securities of the Company. On February 10, 1995, North Fork filed an application similar to the Federal Reserve Application with the New York State Banking Department (the "Banking Department") under Sections 141 and 142(1) of the New York Banking Law (the "Banking Department Application"). Pursuant to applicable New York Banking Law, North Fork may not acquire ownership or control of 10% or more of the voting securities of the Company without Banking Department approval. As of the date hereof, the Banking Department Application remains under consideration with the Banking Department, and North Fork understands that a decision is expected in June, 1995. North Fork intends to continue to purchase an aggregate of up to 10% of the outstanding Common Stock pending approval of the Banking Department Application by the Banking Department and, following such approval, to purchase an aggregate of up to 19.9% of the outstanding Common Stock from time to time in the market or in privately negotiated transactions, in all cases subject to market conditions. In addition, North Fork plans to continue to explore the possibility of acquiring the entire equity interest in the Company. North Fork will not, however, acquire ownership or control of more than 19.9% of the voting securities of the Company without seeking prior approval of the Federal Reserve. To date, North Fork has acquired 190,064 shares, or 5%, of the Company. Except as set forth in this Item 4, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in Clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a)-(b) By reason of its recent purchases of Company Common Stock, North Fork has sole voting and dispositive power with respect to 190,064 shares, or approximately 5% of the shares of Common Stock outstanding on March 31, 1995. In addition, an aggregate of 29,910 shares of Common Stock are owned by North Fork officers and directors, as set forth in Schedule 2 hereto. North Fork expressly disclaims beneficial ownership of all of the shares held by its officers and directors. Except as set forth above, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, owns any Common Stock. (c) The following purchases of Common Stock were effected by North Fork during the past 60 days: Trade Settle Number of Price Per Date Date Shares Share 5/25/95 6/2/95 3,000 $29.500 All of the foregoing purchases were effected through brokerage transactions consummated on the NASDAQ National Market System. Except as set forth above, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the Common Stock during the past 60 days. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth in Item 4 hereof, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise), with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 5, 1995 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy Daniel M. Healy Executive Vice President and Chief Financial Officer SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK BANCORPORATION, INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of North Fork Bancorp-oration, Inc. ("North Fork") is set forth below. If no business address is given, the director's or officer's address is 9025 Route 25, Mattituck, New York 11952. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with North Fork. Present Principal Occupation Name or Employment and Address John Adam Kanas Chairman, President and Chief Executive Officer Anthony J. Abate Vice President and Secretary John Bohlsen Vice Chairman - North Fork President The Helm Development Corp. 166 W. Main St. East Islip, NY 11730 Malcolm J. Delaney Retired Heritage Hills 518A Somers, NY 10589 Allan C. Dickerson Retired 2255 Grand Ave. Mattituck, NY 11952 Lloyd A. Gerard Antique Dealer and Auctioneer P.O. Box 146 Remsenburg, NY 11960 Daniel M. Healy Executive Vice President and Chief Financial Officer James F. Reeve President Harold R. Reeve & Sons, Inc. North Road Mattituck, NY 11952 James H. Rich, Jr. President Southold Lumber Co., Inc. 3045 Wells Ave. P.O. Box 208 Southold, NY 11971 George H. Rowsom President S.T. Preston & Son, Inc. South Main St. Wharf Greenport, NY 11944 Kurt R. Schmeller President Queens Borough Community College City University of New York Bayside, NY 11364 Raymond W. Terry, Jr. Retired 610 Jockey Creek Dr. P.O. Box 983 Southold, NY 11971 SCHEDULE II SHARES OF SUFFOLK BANCORP OWNED BY DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK BANCORPORATION, INC. North Fork expressly disclaims beneficial ownership of the 29,910 shares of Common Stock which, as of May 31, 1995, are owned by North Fork officers and directors, as set forth below. Shares Date Manner of Name Owned Purchased Purchase Lloyd A. Gerard 27,330 (1) 1928-1985 Gift Allan C. Dickerson 100 (2) 6/1/84 Purchase 10 (2) 6/7/86 Dividend 440 (2) 7/31/86 5/1 Split 550 (2) 5/22/87 2/1 Split 395 (2) Since 1987 Dividend Reinvestment James H. Rich, Jr. 50 (3) 11/8/76 Purchase 2 (3) 2/4/85 Dividend Reinvestment 10 (3) 6/30/85 Dividend Reinvestment 248 (3) 7/31/86 5/1 Split 310 (3) 5/22/87 2/1 Split 100 (3) 10/7/87 Purchase 180 (4) 2/18/88 Purchase 100 (4) 11/16/88 Purchase John Adam Kanas 7 Prior to 1986 Purchase 28 7/31/86 5/1 Split 35 5/22/87 2/1 Split 15 Since 1987 Dividend Reinvestment Total: 29,910 (1) Owned jointly with Mr. Gerard's brother, Lester Gerard and his sister Lynne Raskin. (2) Owned by Mr. Dickerson's wife, Charlotte Dickerson. (3) Owned by Mr. Rich's wife, Adele Rich. (4) Owned jointly by Mr. Rich and his wife, Adele Rich.