-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvxqIi63HF1qFA6d5gkzi3srFix630RsgnMIQ7hJ22SvYVEHfTWsT2TgX77BnOqe w8ZQl28FDfGKU5rEHYYutA== 0000950172-95-000485.txt : 19951229 0000950172-95-000485.hdr.sgml : 19951229 ACCESSION NUMBER: 0000950172-95-000485 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951228 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46504 FILM NUMBER: 95605157 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/A BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to 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. 275 Broad Hollow Road Melville, New York 11747 (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 December 28, 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: [ ] 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 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0% 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 0% 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ X ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO This Amendment No. 3 amends and supplements the Schedule 13D dated as of May 25, 1995, as amended by Amendments No. 1 and 2 thereto, dated September 12, 1995 and September 21, 1995, respectively (as so amended, the "Schedule 13D"), filed on behalf of North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Schedule 13D. Item 5 of the Schedule 13D is hereby amended to include the following: Item 5. Interest in Securities of the Issuer. On December 28, 1995, North Fork sold 235,064 shares of Company Common Stock at a price of $37 3/8 per share. North Fork had acquired such shares for an average price of approximately $27 per share. North Fork's aggregate gain of aproximately $2.4 million will be included in the operating results for North Fork for the quarter ended December 31, 1995. In conjunction with such sale, North Fork and the Company entered into an agreement whereby North Fork agreed, among other things, not to purchase shares of Company Common Stock for a period of twenty-four months. A copy of such agreement is attached hereto as Exhibit 1, and is incorporated herein by reference. By reason of its recent sale of Company Common Stock, North Fork has sole voting and dispositive power with respect to 0 shares of Company Common Stock. North Fork expressly disclaims any beneficial ownership of the 11,709 shares of Company Common Stock which are owned by North Fork officers and directors, as set forth in Schedule II to the Schedule 13D. 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 to the 13D, owns any Company Common Stock. The following sales of Company Common Stock were effected by North Fork during the past 60 days: Sale Date Number of Shares Price Per Share 12/28/95 235,064 $37 3/8 The foregoing sale was effected through a privately negotiated transaction. 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 to the 13D, has effected any transaction in the Company Common Stock during the past 60 days. 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: December 28, 1995 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy ___________________________ Daniel M. Healy Executive Vice President and Chief Financial Officer EX-99 2 EXHIBIT 1 EXHIBIT 1 [NORTH FORK LETTERHEAD] December 28, 1995 Suffolk Bancorp 6 West Second Street Riverhead, New York 11901 Gentlemen: In consideration of the sale to you today of 235,064 shares of the common stock, par value $5.00 per share, of Suffolk Bancorp ("Suffolk"), at a price of $37 3/8 per share, we hereby agree as follows: North Fork Bancorporation ("North Fork") agrees that, for a period of twenty-four months from the date hereof, it shall not, and shall cause each of its corporate affiliates not to, directly or indirectly, through one or more intermediaries or otherwise, (i) acquire, agree to acquire or make any proposal to acquire, the securities of Suffolk or any of its subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities, other than acquisitions by depositary institution subsidiaries in a fiduciary capacity or in consideration of debts previously contracted in the ordinary course of business; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving Suffolk or any of its subsidiaries; (iii) make, or in any way participate in, any "solicitation" of proxies or consents within the meaning of Rule 14a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to any securities of Suffolk or any of its subsidiaries, or seek to advise or influence any person with respect to the voting of any securities of Suffolk or any of its subsidiaries or demand a copy of the stock ledger, list of stockholders, or any other books and records of Suffolk or any of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act), with respect to any securities of Suffolk or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek control or influence, in any manner, the management, Board of Directors or policies of Suffolk or any of its subsidiaries; (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any other investment in any other person that engages, or offers or proposes to engage, in any of the foregoing, or (vii) make any publicly disclosed proposal regarding any of the foregoing. North Fork also agrees during such period not to make any proposal, statement or inquiry, or disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing, or request Suffolk, directly or indirectly, to amend, waive or terminate any provision of this Agreement (including this sentence). The parties further agree that funds in the full amount of the purchase price described above shall be wired in immediately available funds on or prior to 12:00 noon on January 2, 1996. This Agreement may be executed in several counterparts and by different parties hereto on separate counterparts, and when so executed, each such counterpart shall be deemed to be an original. Such counterparts together shall constitute one and the same instrument. If the foregoing correctly states our understanding and agreement, kindly acknowledge and return this Agreement to the attention of the undersigned. Sincerely, NORTH FORK BANCORPORATION By: /s/ John Adam Kanas Name: John Adam Kanas Title: Chairman, President and Chief Executive Officer ACCEPTED AND AGREED TO: SUFFOLK BANCORP By: /s/ Edward J. Merz Name: Edward J. Merz Title: President -----END PRIVACY-ENHANCED MESSAGE-----