-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oLhQQlgF67UrC2tfRBJhAIFvw0mwPRPNoeBt7cn0WKTjBk+6K5eFugkoadIL7eSO zmHrcCiTc0q4LGMOkg6Jsg== 0000352510-95-000007.txt : 19950530 0000352510-95-000007.hdr.sgml : 19950530 ACCESSION NUMBER: 0000352510-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10458 FILM NUMBER: 95539460 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 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the period ended: March 31, 1995 NORTH FORK BANCORPORATION, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-315460 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9025 ROUTE 25, MATTITUCK, NEW YORK 11952 (Address of principal executive offices) (Zip Code) (516) 298-5000 (Registrant's telephone number, including area code) 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. CLASSES OF COMMON STOCK NUMBER OF SHARES OUTSTANDING 5/10/95 $2.50 Par Value 24,224,367 INDEX PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. North Fork Bancorporation, Inc. and Subsidiaries (1.) Consolidated Balance Sheets. (2.) Consolidated Statements of Income. (3.) Consolidated Statements of Cash Flows. (4.) Consolidated Statements of Changes in Stockholders' Equity. (5.) Notes to Consolidated Financial Statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable. ITEM 2. CHANGES IN SECURITIES Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. PART II. OTHER INFORMATION (continued) ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K The following exhibits are submitted herewith: (a) Exhibit # Description (10.1) Letter Agreement, dated March 31, 1994, between North Fork Bank and Mindy Butler, regarding Ms. Butler's employment. (10.2) Form of Change-in-Control Agreement, as entered into between North Fork Bancorporation, Inc. and each of John Adam Kanas, John Bohlsen and Daniel M. Healy, each dated December 20, 1994. (11) Statement Re: Computation of per share earnings. (27) Financial Data Schedule (b) Current Report on Form 8-K dated January 20, 1995 (Reporting operating results for the quarter and year ending December 31, 1994.) Current Report on Form 8-K dated April 20, 1995 (Reporting the Registrant's intention to repurchase up to 5% of its common shares outstanding.)
Consolidated Balance Sheets March 31, December 31, March 31, 1995 1994 1995 (in thousands, except share amounts) (unaudited) (unaudited) Assets Cash & Due from Banks $92,820 $67,168 $74,897 Interest Earning Deposits 1,454 748 292 Federal Funds Sold & Securities Purchased under Agreements to Resell 8,000 - 53,800 Securities: Held-to-Maturity 588,540 631,492 616,670 Available-for-Sale 141,952 141,805 398,103 Total Securities 730,492 773,297 1,014,773 Loans 1,860,026 1,831,466 1,776,040 Less: Unearned Income & Fees 17,586 17,429 19,449 Allowance for Loan Losses 50,638 50,069 55,870 Net Loans 1,791,802 1,763,968 1,700,720 Premises & Equipment, Net 39,242 39,168 40,320 Accrued Income Receivable 18,978 19,315 19,229 Other Real Estate 5,081 4,861 10,412 Other Assets 29,645 27,043 20,988 Excess of Cost over Fair Value of Net Assets Acquired 21,840 22,208 23,310 Total Assets $2,739,354 $2,717,776 $2,958,741 Liabilities and Stockholders' Equity Demand Deposits $369,941 $331,245 $275,984 Savings, N.O.W. & Money Market Deposits 1,155,360 1,325,628 1,399,723 Certificates of Deposits in Amounts of $100,000 & Over 126,968 71,978 58,778 Other Time Deposits 720,753 614,036 618,059 Total Deposits 2,373,022 2,342,887 2,352,544 Federal Funds Purchased & Securities Sold Under Agreements to Repurchase 31,795 20,000 319,769 Other Borrowings 10,000 50,000 10,360 Senior Notes Payable 25,000 25,000 20,000 Accrued Interest & Other Expenses 19,895 19,770 14,316 Other Liabilities 6,955 5,196 5,040 Total Liabilities $2,466,667 $2,462,853 $2,722,029 Stockholders' Equity Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued - - - Common stock, par value $2.50; authorized 50,000,000 shares; issued & outstanding 24,225,809, 23,049,187, 22,477,042 shares at the periods ending, respectively 60,565 57,623 56,193 Additional Paid in Capital 98,406 94,526 91,609 Retained Earnings 114,585 106,186 91,875 Less: Unrealized Loss on Securities Available-for-Sale, net of taxes (498) (2,871) (2,229) Deferred Compensatio (289) (514) (714) Treasury Stock at cost; 5,925, 1,945, 1,740 shares at the periods ending, respectively (82) (27) (22) Total Stockholders' Equity 272,687 254,923 236,712 Total Liabilities and Stockholders' Equity $2,739,354 $2,717,776 $2,958,741
Three Months Ended Consolidated Statements of Income March 31, 1995 March 31, 1994 (in thousands, except per share amounts) (unaudited) (unaudited) Interest Income Loans (including fee income) $40,456 $35,379 Interest Earning Deposits 34 2 Federal Funds Sold & Securities Purchased Under Agreements to Resell 157 289 Mortgage-Backed Securities 9,097 9,880 U.S. Treasury & Government Agency Securities 1,251 2,105 State & Municipal Obligations 689 444 Other Securities 321 192 Total Interest Income 52,005 48,291 Interest Expense Savings, N.O.W. & Money Market Deposits 7,454 7,721 Certificates of Deposit, $100,000 and Over 1,503 572 Other Time Deposits 8,105 5,763 Short-Term Borrowings 369 2,411 Long-Term Borrowings 722 779 Total Interest Expense 18,153 17,246 Net Interest Income 33,852 31,045 Provision for Loan Losses 2,000 1,700 Net Interest Income after Provision for Loan Losses 31,852 29,345 Non-Interest Income Fees & Service Charges on Deposit Accounts 2,616 2,703 Trust & Investment Management Fees 435 435 Mortgage Banking Operations 629 693 Net Securities Gains/(Losses) 98 (77) Other Operating Income 1,375 1,138 Total Non-Interest Income 5,153 4,892 Salaries & Employee Benefits 8,156 8,649 Occupancy 1,671 1,734 Equipment 1,180 1,343 FDIC Insurance Premiums 1,311 1,421 Other Real Estate 247 2,046 Amortization of Excess of Cost Over Fair Value of Net Assets Acquired 368 368 Other Operating Expenses 4,304 4,223 Total Non-Interest Expense 17,237 19,784 Income Before Income Taxes 19,768 14,453 Provision for Income Taxes 8,268 5,682 Net Income $11,500 $8,771 Per Share: Net Income $0.48 $0.37 Cash Dividends $0.125 $0.075
Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 1995 1994 Cash Flows from Operating Activities: Net Income $11,500 $8,771 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 2,000 1,700 Provision for Losses on Real Estate Acquired in Settlement of Loans 47 1,107 Depreciation and Amortization 1,137 1,246 Amortization of Excess of Cost Over Fair Value of Net Assets Acquired 368 368 Accretion of Discounts and Net Deferred Loan Fees (752) (650) Amortization of Premiums 981 3,056 Net Securities (Gains)/Losses (98) 77 Other, Net (1,975) (187) Net Cash Provided by Operating Activities 13,208 15,488 Cash Flows from Investing Activities: Maturities, Calls and Principal Repayments on Securities Held-to-Maturity 42,336 49,720 Purchases of Securities Held-to-Maturity (100)(151,963) Proceeds from Sales of Securities Available-for-Sale 783 47,013 Maturities, Calls and Principal Repayments on Securities Available-for-Sale 10,244 67,849 Purchases of Securities Available-for-Sale (7,027) (55,955) Loans Originated and Principal Repayments on Loans and Other Real Estate Owned, Net (32,079) (35,983) Proceeds from Sales of Real Estate Acquired in Settlements of Loans 1,426 2,095 Proceeds from the Sale of Loans 1,221 16,950 Purchases of Premises and Equipment, Net (1,156) (752) Net Cash Provided by/(Used in) Investing Activities 15,648 (61,026) Cash Flows from Financing Activities: Net Increase/(Decrease) in Deposits 30,135 (2,448) Net (Decrease)/Increase in Short-Term and Other Borrowings (28,205) 59,301 Purchase of Treasury Shares (2) - Common Stock Issued for Cash 5,951 208 Dividends Paid to Shareholders (2,377) (811) Net Cash Provided by Financing Activities 5,502 56,250 Net Increase in Cash and Cash Equivalents 34,358 10,712 Metro Activity for the Three Months Ended December 31, 1993 - 356 Cash and Cash Equivalents at Beginning of the Quarter 67,916 117,921 Cash and Cash Equivalents at End of the Quarter $102,274 $128,989 Consolidated Statement of Cash Flows (Unaudited), Continued Three Months Ended March 31, 1995 1994 Supplemental Disclosures of Cash Flow Information: (in thousands) Cash Paid During the Period for: Interest Expense $14,562 $17,170 Income Taxes $6,440 $3,845 Supplemental Schedule of Noncash Investing and Financing Activities: Securities Transferred to Available-for-Sale Upon Adoption of SFAS 115 - $275,200 Real Estate Acquired in Settlement of Loans $1,841 $411 Loans to Facilitate the Sale of Other Real Estate $1,096 $1,764 During the period the Registrant purchased various investment securities which settled in the subsequent month - $15,051 During the period the Registrant sold various investment securities which settled in the subsequent month - $18,413
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (dollars in thousands, except per share amounts)
Additional Unrealized Common Paid in Retained Securities Deferred Treasury Stock Capital Earnings Gains/(Losses) Comp. Stock Total Balance, December 31, 1993 56,114 91,473 79,623 - (899) (1) 226,310 Unrealized Gain on Securities Available-for-Sale, net of taxes at January 1, 1994 2,241 2,241 Net Income 8,771 8,771 Cash Dividends (The Registrant $0.075 per share) (1,059) (1,059) Cash Dividends ( Metro Pre-Merger $0.45 per share) (1) (2,297) (2,297) Sale of Common Stock (13,639 shares) 72 130 202 Exercise of Warrants (3,000 shares) 7 7 14 Deferred Compensation Activity: Amortization of Restricted Stock Awards 53 53 Forfeiture of Restricted Stock Awards (1,667 shares) (1) 21 (21) (1) Amortization of Other Deferred Compensation Plans 111 111 Metro Net Income for the Three Months Ended December 31, 1994 (1) 6,837 6,837 Adjustment to Unrealized Gain/(Loss) on Securities Available-for-Sale, net of taxes (4,470) (4,470) Balance, March 31, 1994 56,193 91,609 91,875 (2,229) (714) (22) 236,712 Balance, December 31, 1994 $57,623 $94,526 $106,186 ($2,871) ($514) ($27) $254,923 Net Income 11,500 11,500 Cash Dividends ($0.125 per share) (3,101) (3,101) Sale of Common Stock (595,815 shares) 1,490 1,625 3,115 Exercise of Warrants (580,807 shares) 1,452 2,243 3,695 Deferred Compensation Activity: Restricted Stock Awards (4,500 shares) (1) (61) 62 Amortization of Restricted Stock Awards 50 50 Forfeiture of Restricted Stock Awards (8,334 shares) 13 30 (115) (72) Amortization of Other Deferred Compensation Plans 206 206 Purchase of Treasury Stock (146 shares) (2) (2) Adjustment to Unrealized Gain/(Loss) on Securities Available-for-Sale, net of taxes 2,373 2,373 Balance, March 31, 1995 $60,565 $98,406 $114,585 ($498) ($289) ($82) $272,687 (1) See "Note 2 - Business Combinations" of the Registrant's 1994 Annual Report on Form 10-K for further discussion of this transaction.
North Fork Bancorporation, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 1995 and 1994 General The consolidated financial statements of North Fork Bancorporation, Inc. (the "Registrant"), a bank holding company, and its subsidiaries, have been prepared in conformity with generally accepted accounting principles and prevailing practices within the financial services industry. On November 30, 1994, Metro Bancshares Inc. ("Metro"), the Parent Company of Bayside Federal Savings Bank ("Bayside") was merged with and into the Registrant. The merger was accounted for as a pooling-of-interests and, as a result, the Registrant's consolidated financial statements have been retroactively restated for all reporting periods to include the consolidated accounts of Metro. The Registrant's previously reported components of consolidated income and the amounts reflected in the accompanying consolidated statement of income for the three months ended March 31, 1994, are as follows: (in thousands) Net Interest Income As Previously Reported $20,065 Metro 10,980 Combined $31,045 Net Income As Previously Reported $5,512 Metro 3,259 Combined $8,771
Metro's reporting period had been as of and for the year ended September 30, whereas the Registrant utilizes a calendar year basis. Metro's results for 1994 have been conformed to the calendar year reporting of the Registrant. See "Note 2 - Business Combinations" of the Registrant's 1994 Annual Report on Form 10-K for further discussion of this transaction. In the opinion of management, all significant intercompany accounts and transactions have been eliminated in consolidation. In addition, all adjustments necessary for a fair presentation of the consolidated financial position, results of operations and cash flows of the Registrant for the interim periods have been made. All such adjustments ,except as noted above, are of a normal and recurring nature. These statements should be read in conjunction with the Registrant's summary of significant accounting policies which are incorporated herin by reference in its 1994 Annual Report on Form 10-K. Results of operations for the quarter ended March 31, 1995 are not necessarily indicative of the results of operations which may be expected for the full year 1995 or any other interim periods. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) RECENT ACCOUNTING DEVELOPMENTS: Accounting by Creditors for Impairment of a Loan: Statement of Financial Accounting Standards No. 114, ("SFAS 114"), as amended by Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures" ("SFAS 118") The Registrant adopted SFAS 114, as amended by SFAS 118 (collectively referred to as "the Statement"), effective January 1, 1995. The Statement requires that the measurement of impaired loans be based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. Additionally, the Statement amends the accounting for loans previously classified as in-substance foreclosure. Under previous guidance, when a loan met the criteria of an in-substance foreclosure, the creditor was required to account for the loan and any future transactions as if they had received the collateral in full satisfaction of the debt. However, the Statement requires that a creditor shall measure impairment based on the fair value of the collateral when a creditor determines that foreclosure is probable. In these situations, the creditor is required to continue to carry the asset as a loan rather than relcassify it to Other Real Estate. As a result, $8.2 million and $11.8 million of loan previously reported as In-substance forclosures at December 31, 1994 and March 31, 1994, respectively, have been reclassified from Other Real Estate to loans in the accompanying Balance Sheets. All financial schedules and ratios contained within this document affected by this reclassification have been restated for comparability purposes. The Registrant's interest income recognition policy and methodology used to assess the adequacy of its allowance for loan losses had previously complied with the methods prescribed by the Statement. Accordingly, adoption of this Statement had no material adverse effect on the Registrant's financial condition at March 31, 1995 or on its financial results for the quarter ended March 31, 1995. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Earnings Summary North Fork Bancorporation, Inc. (the "Registrant") recognized net income of $11.5 million, or $.48 per share, for the first quarter ended March 31, 1995, as compared with net income of $8.8 million, or $.37 per share for the comparable prior year period. Per share results are based on weighted average shares outstanding of 24,152,031 and 23,824,688 for the quarters ended March 31, 1995 and 1994, respectively. The increase in the Registrant's 1995 first quarter earnings, when compared with the comparable prior year period, is attributable to a $2.8 million increase in net interest income, a $.3 million increase in non-interest income, and a $2.5 million decrease in non-interest expense. This activity was partially offset by a $.3 million increase in the provision for loan losses and a $2.6 million increase in the provision for income taxes. Return on average total assets and return on average stockholders' equity for the first quarter of 1995 improved to 1.70% and 17.76%, respectively, when compared to 1.20% and 15.11%, respectively, for the comparable prior year period. Net Interest Income Net interest income, which represents the difference between interest earned on interest earning assets and interest incurred on interest bearing liabilities, is the Registrant's primary source of earnings. Net interest income is affected by the level and composition of interest earning assets and interest incurred on interest bearing liabilities, as well as changes in market interest rates. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Interest Income (continued) Net interest income, on a fully taxable equivalent basis, increased $2.9 million, or 9.3%, to $34.4 million for the 1995 first quarter, as compared to $31.5 million for the comparable prior year period. The components of this increase include a $3.8 million increase in interest income, on a fully taxable equivalent basis, partially offset by a $.9 million increase in interest expense. Interest income, on a fully taxable equivalent basis, aggregated $52.5 million for the 1995 first quarter, a $3.8 million increase from the $48.7 million earned in the 1994 comparable period. The yield on interest earning assets, on a fully taxable equivalent basis, increased to 8.19% for the 1995 first quarter as compared to 7.05% in the 1994 comparable period. This increase is attributable to (a) multiple increases in the prime rate of interest throughout 1994 and 1995, (b) the impact of higher market interest rates on the Registrant's securities and adjustable rate residential portfolio, and (c) a shift in the composition of interest earning assets to higher yielding loans from the securities portfolio. These factors were partially offset by a $200 million decline in the level of interest earning assets to $2.6 billion during the first quarter of 1995 as compared to $2.8 billion for the comparable prior year period. The decline in the level of interest earning assets is a result of the Registrant's formal strategy to reduce its reliance on short-term borrowings, principally repurchase agreements and short-term Federal Home Loan Bank advances, through the liquidation of certain securities classified as Available-for-Sale combined with maturities of certain securities. This strategy, which was implemented during the latter half of 1994, was in response to increases on short-term interest rates and a flattening of the yield curve. Interest expense increased to $18.2 million for the 1995 first quarter, reflecting a 3.49% cost of funds, as compared to $17.2 million, or an effective cost of funds of 2.91%, for the comparable prior year period. The increase in interest expense period-over-period is attributable to the impact of higher market interest rates on the Registrant's cost of funds, partially offset by a decline in the level of interest bearing liabilities. Interest incurred on short-term borrowings declined $2.0 million to $.4 million in the first quarter of 1995 as compared to $2.4 million for the comparable prior year period. Average short-term borrowings declined $252.2 million to $27.1 million for the first quarter of 1995 as compared to $279.3 million for the comparable prior year period. This decline resulted from management's strategy to reduce its reliance on short-term borrowings and its level of holdings in its securities portfolios as previously discussed. Interest incurred on total savings and time deposit accounts increased $3.0 million to $17.1 million in the first quarter of 1995 as compared to $14.1 million for the comparable prior year period. This increase is attributable to the effects of higher market interest rates on the Registrant's cost of funds, and a shift in deposit composition from Savings, N.O.W. and Money Market accounts to higher yielding Time deposit accounts. Average Savings, N.O.W. and Money Market deposits declined $136 million to $1.25 billion for the 1995 first quarter as compared to $1.38 billion for the comparable prior year period. Simultaneously, average Time deposits increased $85.8 million to $800.5 million for the 1995 first quarter as compared to $714.7 million for the comparable prior year period. This increase in deposit funding costs was partially offset by a $50 million decline in the level of average total savings and time deposits to $2.05 billion during the 1995 first quarter as compared to $2.10 billion during the comparable prior year period. Conversely, average Demand deposits increased $63.5 million or 22.9% to $341.3 million for the 1995 first quarter as compared to $277.8 million for the comparable prior year period. Demand deposits comprised 15.6% of total deposits at March 31, 1995 as compared to 11.7% at March 31, 1994. The continued growth in Demand deposit balances is attributable to the process of converting the former Bayside branches into full-service commercial branches and the Registrant's continued efforts to expand its small and medium size commercial base. The following table sets forth a summary analysis of the relative impact on net interest income of changes in the average volume of interest earning assets and interest bearing liabilities and changes in average rates on such assets and liabilities. Due to the numerous simultaneous volume and rate changes during the period analyzed, it is not possible to precisely allocate changes between volumes and rates. For presentation purposes, changes which are not solely due to volume changes or rate changes have MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Interest Income (continued) been allocated to these categories based on the respective percentage changes in average volume and average rates as they compare to each other. In addition, average interest earning assets include non-accrual loans.
For the Three Months Ended March 31, 1995 vs. March 31, 1994 (in thousands ) Change in Average Average Net Interest Volume Rate Income INTEREST INCOME FROM EARNING ASSETS: Interest Earning Deposits $21 $11 $32 Taxable Securities (3,512) 2,818 (694) Non-Taxable Municipals 198 162 360 Mortgage-Backed Securities (9,048) 8,265 (783) Taxable Loans, including non-accrual loans 1,782 3,347 5,129 Non-Taxable Loans (67) (21) (88) Federal Funds Sold and Securities Purchased Under Agreements to Resell (1,155) 1,023 (132) Total Interest Earning Assets (11,781) 15,605 3,824 INTEREST EXPENSE ON LIABILITIES: Total Savings and Time Deposits (1,905) 4,911 3,006 Short-Term Borrowings (8,137) 6,095 (2,042) Long-Term Borrowings 556 (613) (57) Total Interest Expense (9,486) 10,393 907 Net Change in Interest Income $(2,295) $5,212 $2,917 The above table has been prepared on a Taxable Equivalent Basis
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Interest Income (continued) The following tables present an analysis of net interest income by each major category of interest earning assets and interest bearing liabilities for the three month periods ended March 31, 1995 and 1994, respectively:
ANALYSIS OF NET INTEREST INCOME Three Months Ended March 31, 1995 March 31, 1994 Average Average Average Average Balance Interest Rate Balance Interest Rate (dollars in thousands ) INTEREST EARNING ASSETS Interest Earning Deposits $1,552 $34 8.96% $291 $2 2.79% Taxable Securities 112,238 1,644 5.94% 200,545 2,338 4.73% Non-Taxable Municipals 60,850 1,041 6.94% 48,302 681 5.72% Mortgage-Backed Securities 578,850 9,097 6.37% 754,541 9,880 5.31% Taxable Loans, net of unearned income & fees 1,827,424 40,278 8.94% 1,741,860 35,149 8.18% Non-Taxable Loans 8,498 280 13.36% 10,494 368 14.22% Federal Funds Sold and Securities Purchased Under Agreements to Resell 10,700 157 5.94% 44,239 289 2.65% Total Interest Earning Assets 2,600,112 52,531 8.19% 2,800,272 48,707 7.05% Allowance for Loan Losses (51,009) (57,317) Cash and Due from Banks 81,324 82,485 Other Non-Interest Earning Assets 106,693 131,305 Total Assets $2,737,120 $2,956,745 INTEREST BEARING LIABILITIES: Savings, N.O.W & Money Market Deposits 1,244,665 7,454 2.43% 1,380,508 7,721 2.27% Time Deposits 800,509 9,608 4.87% 714,702 6,335 3.59% Total Savings and Time Deposits 2,045,174 17,062 3.38% 2,095,210 14,056 2.72% Short-Term Borrowings 27,091 369 5.52% 279,332 2,411 3.50% Long-Term Borrowings 35,000 722 8.37% 30,000 779 10.53% Total Interest Bearing Liabilities 2,107,265 18,153 3.49% 2,404,542 17,246 2.91% Rate Spread 4.70% 4.15% Non-Interest Bearing Deposits 341,332 277,753 Other Non-Interest Bearing Liabilities 25,897 39,000 Total Liabilities 2,474,494 2,721,295 Stockholders' Equity 262,625 235,450 Total Liabilities and Stockholders' Equity $2,737,119 $2,956,745 Net Interest Income and Net Interest Margin 34,378 5.36% 31,461 4.56% Less: Tax Equivalent Basis Adjustment (526) (416) Net Interest Income $33,852 $31,045 The above table has been prepared on a Taxable Equivalent Basis
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Non-Interest Income Non-interest income, exclusive of net securities gains/(losses), was $5.1 million for the 1995 first quarter, as compared to $5.0 million for the comparable prior year period. Net securities gains were $98 thousand during the current period, as compared with net securities losses of $77 thousand for the comparable prior year period. Non-Interest Expense Non-interest expense declined $2.6 million, or 12.9%, to $17.2 million during the 1995 first quarter when compared to $19.8 million during the comparable prior year period. The decline is primarily the result of a $1.8 million decrease in other real estate expenses, and a $.8 million reduction in general and administrative expenses, resulting from the post-merger integration of operations and the achievement of other efficiencies associated with the combination of certain product lines. The Registrant's core efficiency ratio, which represents the ratio of non-interest expense, net of other real estate expenses and other non-recurring charges, to net interest income, on a tax equivalent basis, and non-interest income net of securities gains and losses, improved to 43.09% for the 1995 first quarter as compared with 48.69% for the comparable prior year period. This achievement occurred as core operating expense levels declined while net interest income and non-interest income improved. Income Taxes The Registrant provides for income taxes under the asset and liability method. Under this method, the Registrant is required to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Registrant's assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance is to be established to reduce the deferred tax asset if it is "more likely than not" that some or all of the deferred tax asset will not be realized. The Registrant's effective tax rate was 41.8% for the first quarter of 1995, as compared to 39.3% for the comparable prior year period. The increase in the effective tax rate is primarily attributable to the Registrant recognizing a decrease in its deferred tax valuation allowance during 1994. Asset Quality The Registrant's loan portfolio is principally located in the metropolitan New York area. The risk inherent in this portfolio is dependent not only upon regional and general economic stability which affects property values, but also the financial well-being and creditworthiness of the borrowers. The portfolio is concentrated in real estate related loans, comprising 83.1% of the portfolio at March 31, 1995. The following table delineates the composition of the Registrant's loan portfolio for the periods indicated (in thousands):
March 31, 1995 December 31, 1994 March 31, 1994 Mortgage Loans-Residential $588,717 $598,711 $629,182 Mortgage Loans-Multi-family 559,695 524,167 429,822 Mortgage Loans-Commercial 347,110 340,157 341,182 Commercial & Industrial 236,076 241,544 251,364 Consumer Loans 78,378 72,098 60,864 Land Loan 37,250 39,312 40,835 Mortgage Loans-Construction 12,800 15,477 22,791 TOTAL $1,860,026 $1,831,466 $1,776,040
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Asset Quality (continued) Non-performing assets, which include loans ninety days past due and still accruing, non-accrual loans and other real estate, remained unchanged at $46.9 million at March 31, 1995 when compared to December 31, 1994 levels and declined $13.7 million when compared to $60.6 at March 31, 1994. Non-performing assets represent 1.71% of total assets at March 31, 1995 and compare favorably to 1.73% at December 31, 1994 and 2.05% at March 31, 1994. The components of non-performing assets are delineated in the table below (in thousands):
March 31, 1995 December 31, 1994 March 31, 1994 Loans 90 days Past Due & Still Accruing $2,362 $1,597 $3,766 Non-Accrual Loans 39,475 40,516 46,412 Non-Performing Loans 41,837 42,113 50,178 Other Real Estate Owned 5,081 4,861 10,412 Non-Performing Assets 46,918 46,974 60,590 Restructured, Accruing Loans $38,980 $37,044 $42,919
The adoption of SFAS 114 did not effect the level of non-performing assets as loans previously classified as in-substance foreclosures, and contained within the other real estate caption, are now classified within the non-accrual loans caption. For a further discussion, refer to the Recent Accounting Developments section of this report. The provision for loan losses increased to $2.0 million for the 1995 first quarter, from $1.7 million in the comparable prior year period. Net charge-offs aggregated $1.4 million, or .32% of average loans, net of unearned income, on an annualized basis, for the 1995 first quarter, as compared with $2.8 million, or .63% of average loans, net of unearned income, on an annualized basis, for the 1994 first quarter. The allowance for loan losses at March 31, 1995 was $50.6 million, or 121.0% of non-performing loans, and 2.75% of loans, net of unearned income. The allowance for loan losses at December 31, 1994 was $50.1 million, or 118.9% of non-performing loans, and 2.76% of loans, net of unearned income. The allowance for loan losses at March 31, 1994 was $55.9 million, or 111.3% of non-performing loans and 3.18% of loans, net of unearned income. Management determines what it deems to be the appropriate level of the Registrant's allowance for loan losses on an ongoing basis by reviewing individual loans within, as well as the composition of and trends in the loan portfolio. Management considers, among other things, concentrations within segments of the loan portfolio, delinquency trends, as well as recent charge-off experience and third party evidentiary matter (such as appraisals) when assessing the degree of credit risk in the portfolio. Various appraisals and estimates of current value influence the estimation of the required allowance at any point in time. While management uses available information to provide for possible loan losses, future additions to the allowance may be necessary based on future changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Registrant's bank subsidiary's allowance for loan losses. Such agencies may require the Registrant to recognize additions to the allowance based on their judgement of information available to them at the time of their examinations which may not be available now. Based on the current economic conditions,management considers the allowance at March 31, 1995 adequate to cover the possible risk of loss in the loan portfolio. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Securities A) Held-to-Maturity Securities Held-to-Maturity Securities are debt securities that the Registrant has the positive intent and ability to hold to maturity and are stated at amortized cost. At March 31, 1995, Securities Held-to-Maturity consisted of the following (in thousands):
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains (Losses) Value U.S. Government Agencies Obligations $54,566 - ($2,748) $51,818 State and Municipal Obligations 60,587 267 (1,360) 59,494 Mortgage-Backed Securities 473,387 223 (18,302) 455,308 TOTAL $588,540 $490 ($22,410) $566,620
B) Available-for-Sale Securities Available-for-Sale Securities are debt and equity securities not classified as either securities held to maturity or trading securities and are stated at fair value. At March 31, 1995, Securities Available-for-Sale consisted of the following (in thousands):
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains (Losses) Value U.S. Treasury $20,007 $3 ($65) $19,945 Mortgage-Backed Securities 98,104 170 (2,059) 96,215 Equity Securities 24,709 1,083 - 25,792 TOTAL $142,820 $1,256 ($2,124) $141,952
The amortized cost of Mortgage-backed securities ("MBS") included in both the available-for-sale and held-to-maturity categories was $571.5 million at March 31, 1995, with an aggregate fair value of $551.5 million, or a net pre-tax unrealized loss of $20.0 million. This compares to securities with an amortized cost of $586.6 million and an aggregate fair value of $549.6 million or a net pre-tax unrealized loss of $37.0 million, at December 31, 1994. The increase in fair value reflects the favorable impact of lower market interest rates during the first quarter of 1995. The Registrant's mortgage-backed securities are principally fixed rate and the value of these instruments moves in an inverse relationship to interest rates. Mortgage-backed securities classified as held-to-maturity included $90.7 million in collateralized mortgage obligations at March 31, 1995. Mortgage-backed securities classified as available-for-sale included $1.1 million in collateralized mortgage obligations at March 31, 1995. The prepayment of mortgage-backed securities, including collateralized mortgage obligations, is actively monitored through the Registrant's portfolio management function. The Registrant typically invests in MBS's with stable cash flows and relatively short duration, thereby limiting the impact of interest rate fluctuations on the portfolio. Management regularly performs simulation testing to assess the impact that interest and market rate changes would have on its MBS's portfolio. At March 31, 1995, securities carried at $214.9 million were pledged for various purposes as required by law and to secure securities sold under agreements to repurchase and other borrowings. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital The Federal Reserve Board has formal capital guidelines which bank holding companies are required to meet. The risk based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk weighted assets and off balance sheet items. The guidelines currently require all bank holding companies to maintain a minimum ratio of total risk based capital to total risk weighted assets of 8.00%, including a minimum ratio of Tier 1 capital to risk weighted assets of 4.00%. The following table sets forth the Registrant's regulatory capital as of March 31, 1995 under the rules applicable at such date. At such date the Registrant was in compliance with all applicable regulatory requirements. (dollars in thousands) Amount Ratio Tier 1 Capital $251,283 15.84% Regulatory Requirement 63,456 4.00% Excess 187,827 11.84% Total Risk Adjusted Capital 271,494 17.11% Regulatory Requirement 126,912 8.00% Excess $144,582 9.11% Risk Weighted Assets $1,586,400
The Registrant's leverage ratio at March 31, 1995 was 9.25%. The Tier I, total risk based and leverage capital ratios of the Registrant's bank subsidiary, were 16.17%, 17.45%, and 9.41%, respectively, at March 31, 1995. The Federal Deposit Insurance Corporation Act ("FDICIA") became effective December 19, 1991. FDICIA substantially revised the depository institution regulatory and funding provisions of the Federal Deposit Insurance Act and makes revisions to several other banking statutes. Among other things, FDICIA requires the federal banking regulators to take prompt corrective action on depository institutions that do not meet minimum capital requirements. FDICIA establishes five categories: "well capitalized", "adequately capitalized", "undercapitalized", "significantly undercapitalized" and "critically undercapitalized". Under the regulations, a "well capitalized" institution has a minimum total risk based capital to total risk weighted assets of at least 10%, a minimum Tier I capital to total risk weighted assets of 6%, a minimum leverage ratio of at least 5% and is not subject to any written order, agreement or directive. The Registrant and its bank subsidiary are considered well capitalized. On March 28, 1995, the Registrant's Board of Directors declared a quarterly cash dividend of 12.5 cents per share, a 25% increase over the 10.0 cents declared in the previous quarter. The dividend is payable May 15, 1995 to shareholders of record at the close of business April 25, 1995. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity The objective of the Registrant's liquidity management is to ensure the availability of sufficient resources to meet all financial commitments and to capitalize on opportunities for business expansion. Liquidity management addresses the Registrant's ability to meet deposit withdrawals either on demand or contractual maturity, to repay other borrowings as they mature and to make new loans and investments as opportunities arise. The Registrant's sources of liquidity include dividends from its subsidiaries, borrowings, and funds available through the capital markets. Dividends from the Registrant's bank subsidiary are limited by New York State Banking Department regulations to the current year's earnings plus the prior two years' retained net profits. According to the parameters of this regulation, the Bank had $67.2 million of retained earnings available for dividends to the Registrant as of March 31, 1995. The Bank has numerous sources of liquidity including loan and security principal repayments and maturities, lines of credit with other financial institutions, the ability to borrow under repurchase agreements utilizing its unpledged securities portfolio, the sale of securities from its available for sale portfolio, the securitization of loans within the portfolio, whole loan sales and growth in its core deposit base. In addition, the Bank has the ability, as a member of the Federal Home Loan Bank ("FHLB") system, to borrow approximately $320 million on a secured basis, utilizing mortgage related loans and securities as collateral, for a term ranging from one day to ten years at both fixed and variable rates. As of March 31, 1995, the Bank had $10 million in such advances, with an original maturity of greater than one year. The Registrant's liquidity position is monitored on a daily basis to ensure the maintenance of an optimum level and the most cost efficient use of available funds. Management believes that the Registrant has sufficient liquidity to meet its operating requirements. Other Matters Great Neck Bancorp Acquisition In January 1995, the Registrant announced that it had entered into an agreement to acquire Great Neck Bancorp. ("Great Neck") for cash consideration of approximately $6.5 million. Great Neck is the parent company of Bank of Great Neck, a Long Island based commercial bank. The total assets to be acquired approximate $110 million exclusive of certain designated assets aggregating approximately $15 million which will be retained by the selling shareholders. The transaction, which will be accounted for as a purchase, is subject to regulatory approval and is expected to close in the second quarter of 1995. 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. Date: May 12 , 1995 /s/ Daniel M. Healy Daniel M. Healy Executive Vice President & Chief Financial Officer EX-10 2 EXHIBIT 10.1 [NORTH FORK BANK LETTERHEAD] March 31, 1994 Ms. Mindy Butler 32 Cottontail Road Melville, New York 11747 Dear Ms. Butler: As a result of our many conversations over the past few months, I am pleased to outline the offer made to you orally last week on behalf of North Fork Bank. We propose to hire you for the position of Executive Vice President, Chief Lending Officer of North Fork Bank at an annual salary of $225,000.00. You will become a participant in the senior management bonus pool for which you will be paid not less than $50,000.00 for the first year ending December 31, 1994. In addition to the cash consideration, you will be granted 20,000 options to purchase North Fork Bancorporation stock at the average of the bid and ask price on the day you begin your employment. These options have a ten year duration and are exercisable by you at any time during the period. Additionally, you will be provided with a grant of 5,000 restricted shares of North Fork Bancorporation stock. They shall vest to you one-third in the third, one-third in the fourth and one-third in the fifth year of your employment with the company. The voting rights and dividends on these common shares will be transferred to you immediately upon your employment. As we discussed, you will also be provided with an automobile of your choice to be selected from a list of automobile dealers to be given to you upon acceptance of this agreement. If your employment is involuntarily terminated (other than for cause) or if a change in the effective control of North Fork Bank occurs at any time during the first year of your employment, you will receive severance equal to the balance of the first year's salary plus two additional years salary. If that same situation should occur at any time during the second through the fifth years of your employment, you will receive severance equal to the balance of the current year's salary and one additional year. For your convenience, I have enclosed a packet of documentation explaining the rest of our benefit programs. Should you have any questions, please feel free to call Karen Seelig, Senior Vice President, Human Resources at our Mattituck location. Very truly yours, /s/ John Adam Kanas John Adam Kanas JAK:km Enclosure EX-10 3 EXHIBIT 10.2 CHANGE-IN-CONTROL AGREEMENT CHANGE-IN-CONTROL AGREEMENT (the "Agreement"), dated as of December 20, 1994, between North Fork Bancorporation, Inc., a Delaware corporation with its principal place of business at 9025 Main Road, Mattituck, New York 11952 (the "Company"), and [NAME] , an executive of the Company (the "Executive"). WHEREAS, the Executive is presently serving as [EXECUTIVE OFFICER POSITION OR POSITIONS] of the Company and is providing valuable services to the Company and its subsidiaries; and WHEREAS, the Executive has requested certain assurances in the event of a change in control of the Company during the term of his employment by the Company; and WHEREAS, the Company wishes to create an environment which will encourage the Executive to render best efforts on the Company's behalf in the event such a change in control occurs or is proposed; and WHEREAS, the Board of Directors of the Company (the "Board") has approved and authorized the negotiation, delivery and execution of this Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Company and the Executive hereby agree as follows: 1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the earlier of: (i) the normal expiration date, which shall be the third anniversary of the date of this Agreement; provided, however, that commencing on the first anniversary of the date of this Agreement, and annually on such month and day in each succeeding year thereafter (the "Renewal Date"), the normal expiration date for purposes of this subsection (i) shall automatically be modified and extended to become the third anniversary of such Renewal Date, unless at least sixty (60) days prior to any such Renewal Date the Board, upon the affirmative vote of a majority of its members, shall have voted not to renew this Agreement, in which event the normal expiration date for purposes of this subsection (i) shall not be further extended but shall remain the normal expiration date in effect at the time of such non-renewal; or (ii) the date of discontinuation of the employment of the Executive with the Company and its subsidiaries, including by virtue of the death, disability, retirement at normal retirement age, voluntary resignation, or termination for any cause or no cause of the Executive; provided, however, that if a Change in Control of the Company shall occur prior to the normal expiration date under (i) above or the date of discontinuation of employment under (ii) above, the provisions of Section 2 shall apply and this Agreement shall not expire until completion of the Exercise Period as defined in Section 2 and the performance by the Company of the last obligation required to be performed by it under Section 2. 2. Severance Compensation. (a) If a Change in Control (as defined in subsection (c) below) shall occur during the term of this Agreement and, at any time during the period beginning on the date of the Change in Control and ending on the date which is two (2) years after the date of Change in Control (the "Exercise Period"), the employment of the Executive with the Company and its subsidiaries is terminated, either because the Executive voluntarily elects to terminate such employment or because the Executive is involuntarily terminated by the Company or its subsidiaries, then the Executive shall be entitled to receive from the Company, and the Company shall deliver to the Executive, within thirty (30) days after the effective date of such voluntary or involuntary termination of employment, a lump sum cash payment (the "Severance Payment") in an amount equal to: (i) 299% of the "base amount" of the Executive's compensation at the time of such Change in Control (as defined in and determined under Section 280G of the Internal Revenue Code of 1986 (the "Code"), as the same may be amended from time to time), minus (ii) the present value of all other payments and benefits received or receivable by the Executive from the Company or its subsidiaries, under any other contract or plan, that are contingent upon such Change in Control within the meaning of and as calculated pursuant to Section 280G of the Code, exclusive of (y) any payments received or receivable by the Executive under the Company's Performance Plan (or any successor thereof), and (z) the value, determined in accordance with Section 280G, of any acceleration, incident to or in connection with such Change in Control, of the exercisability of any options or rights to acquire stock of the Company or any securities related to or derivative of the stock of the Company or the market price or other value thereof, or of the vesting of any restricted shares of stock of the Company. Notwithstanding the foregoing or any other provision of this Agreement, the Executive shall not be entitled to receive any Severance Payment or any other benefits under this Agreement following a Change in Control if the Company shall terminate the Executive for Cause as defined in (and limited by) by Section 3 of this Agreement. (b) For purposes of Section 2(a) above, the Executive shall be deemed to have been involuntarily terminated by the Company or its subsidiaries other than for Cause immediately following a Change in Control, if a Change in Control occurs and, prior to such Change in Control, the Executive's employment with the Company or its subsidiaries has been terminated at the direction or upon the recommendation or urging of any entity unaffiliated with the Company that is a party to any transaction relating to or constituting such Change in Control or any person, including an executive officer or director, in a position of authority with respect to any such entity. In such event, this Agreement shall be deemed not to have expired for purposes of Section 1 upon the termination of the Executive's employment before the Change in Control. (c) For purposes of this Section 2, a "Change in Control" of the Company shall be deemed to have occurred as of the first date that any of the following events occurs: (i) There shall be consummated (A) a consolidation, merger or stock-for-stock exchange involving either the Company or the securities of the Company, in which the persons holding all voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction which issued securities to such group in such transaction) having less than fifty percent (50%) of the total voting power in an election of directors of the Company (or such other surviving corporation), excluding securities received by any members of such group which represent disproportionate percentage increases in their shareholdings vis-a-vis the other members of such group, or (B) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries, on a consolidated basis, to a party which is not controlled by or under common control with the Company; (ii) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate or any other entity or any group of persons acting in concert becomes the beneficial owner as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the result of any one or more securities transactions (including gifts and stock repurchases, but excluding transactions described in subsection (i) above), of securities of the Company possessing twenty-five percent (25%) or more of the voting power for the election of directors of the Company; or (iii) "Approved Directors" shall constitute less than a majority of the entire Board of Directors of the Company, with "Approved Directors" defined to mean the members of the Board of Directors of the Company as of the date of this Agreement and any subsequently elected members of such Board who shall be nominated or approved by a majority of the Approved Directors on the Board prior to such election. (d) The Executive shall not be required, as a condition to receiving the Severance Payment provided for under Section 2(a) hereof, to forfeit any right to receive amounts or distributions under, or to forfeit any participation in, any plan or program of the Company in effect at the time of such termination of employment (including broad-based severance plans of the Company), or to mitigate the amount of any such Severance Payment by seeking other employment or gainful pursuit following the termination of his employment with the Company. The Company shall not be permitted to offset against the amount of any such Severance Payment, except as specifically permitted in the calculation thereof under Section 2(a)(ii) or as further provided in Section 2(h) hereof, the amount of (w) any compensation or income earned by the Executive as the result of his subsequent employment by any other employer or subsequent self-employment, (x) the amount of any retirement insurance or similar benefits subsequently received by the Executive, (y) the amount of any payments previously or subsequently made by the Company or its subsidiaries to the Executive or persons or entities affiliated with the Executive for services rendered or goods provided, or (z) any amounts owed or payable or claimed to be owed or payable by the Executive to the Company or any affiliate of the Company. (e) Regardless of any Severance Payment made to the Executive under Section 2(a) of this Agreement following the termination of the Executive's employment, in the event the Company shall have committed any breach of any other agreement or contract with the Executive, the Company also shall pay to the Executive any and all damages resulting from such breach, including liquidated damages, if so provided under the relevant agreement or contract. (f) Regardless of any Severance Payment made to the Executive under Section 2(a) of this Agreement following the termination of the Executive's employment, the Company also shall pay to the Executive following such termination of employment any amounts or benefits then payable or distributable to the Executive under any employee stock plan or agreement, any supplemental executive retirement plan or agreement, and any other employee benefit plan or agreement. (g) The status of the Executive or any individual related to the Executive as a participant in any individual or group health or insurance plan or program of the Company or its subsidiaries in which the Executive was participating as of the date of termination of employment of the Executive shall not be affected by any Severance Payment made to the Executive under Section 2(a) of this Agreement. (h) If the Executive becomes entitled to receive payment of any amount under Section 2(a) of this Agreement that, in and of itself or in conjunction with any other amounts paid or payable to the Executive (whether by the Company or otherwise) following or in connection with such Change in Control, would, if paid, be considered an "excess parachute payment" as defined in Section 280G of the Code, then such payment hereunder will be reduced in amount to the extent, but only to the extent, necessary to ensure that such payment, when paid, will no longer be considered such an "excess parachute payment," excluding, however, for purposes of all calculations under this Section 2(h), those payments and values excluded under Sections 2(a)(ii)(y) and (z), above. 3. Termination For Cause. Following a Change in Control, the Company may terminate the Executive's employment under this Agreement for "Cause" upon ten (10) days' written notice, and in such event, the Executive will not be entitled to receipt of any Severance Payment or any other benefits specifically provided under this Agreement. During such ten days written notice period, the Executive may not voluntarily terminate his employment. Termination for "Cause" for purposes of this Section 3 shall mean termination of the employment of the Executive by a two-thirds (2/3) vote of the entire Board of Directors of the Company or the entire board of directors of the particular subsidiary of the Company employing the Executive, expressly for one or more of the following causes, as evidenced in a certified resolution of such Board: (i) willful misconduct by the Executive that is materially injurious to the financial condition of the Company or the particular subsidiary; or (ii) conviction of the Executive with no further possibility of appeal of a felony under applicable state or federal banking or financial institution laws, or the agreement of the Executive to plead guilty to any such felony; or (iii) failure by the Executive adequately to perform the duties of the Executive, as communicated to the Executive with specificity by a senior corporate authority (which, in the case of the Chief Executive Officer, shall be the Board of Directors), after express notice of such failure to perform and a 30-day opportunity to cure such failure. 4. Benefits Following Change in Control. Following a Change in Control of the Company, pending termination of the Executive's employment or expiration of the Exercise Period: (i) The Executive shall be entitled to receive from the Company or its subsidiaries such personal or group health and insurance benefits as the Executive may have been receiving as of the date of the Change in Control; (ii) The Executive shall be entitled to participate in and/or receive allocations under any and all employee benefit plans or programs or employee stock purchase plans or programs as are being maintained by the Company or its subsidiaries as of the date of the Change in Control and which cover or permit participation by key employees such as the Executive; and (iii) The Executive shall be entitled to continue to receive such other benefits, goods or services as are being received by the Executive as of the date of the Change in Control, including any additional insurance coverage then being received and any access to Company-owned or -leased vehicles and Company-funded club memberships as is then being provided. 5. Non-competition. If the Executive receives a Severance Payment under Section 2(a), the Executive shall not, during the one (1) year period following receipt of such Severance Payment, without the express prior approval of the Board, become an officer, employee, agent, partner or director of, or serve as a consultant for, any other business in substantial competition with the Company or any of its subsidiaries in any one or more geographical areas (no such individual area being larger than a county) in which the Company or such subsidiary is then conducting material business. It is the intention of the parties to restrict the activities of the Executive under this Section 5 only to the extent necessary for the protection of the legitimate business interests of the Company. 6. Indemnification. The Company shall indemnify the Executive from and against all legal fees and expenses necessarily and reasonably incurred by the Executive in connection with any action, suit or proceeding brought by the Executive or the Company for the enforcement, performance or construction of this Agreement, unless the Executive shall have been wholly unsuccessful, on the merits or otherwise, in such action, suit or proceeding. Upon obtaining appropriate assurances of repayment, where appropriate, the Company may advance such fees and expenses to the Executive to the extent permitted by applicable law. 7. Withholding. Any amount to be distributed to or on behalf of the Executive as a Severance Payment under this Agreement will be reduced by the amount, if any, required to be withheld by the Company or its subsidiaries pursuant to any governmental law or regulation with respect to taxes or similar provisions. 8. Amendment; Waiver; Termination. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom such provision as amended or modified or such waiver is sought to be enforced. Failure to insist upon strict compliance with any of the terms or conditions of the Agreement shall not be deemed a waiver of such term or condition. This Agreement shall terminate as provided in Section 1 hereof or upon earlier agreement of the parties; provided, however, that Sections 5 and 6 of this Agreement shall survive such termination for one (1) and five (5) years, respectively. 9. Successors; Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by acquisition, merger, consolidation, corporate reorganization or otherwise) to all or substantially all the assets or the business of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. In the event the Executive shall die after becoming entitled to receive, but prior to receiving, any Severance Payment or any other amounts or benefits receivable hereunder, payment thereof shall be made by the Company to the beneficiary designated by the Executive to receive such amounts hereunder or, if none such, to the beneficiary designated by the Executive for purposes of the group life insurance plan of the Company in which the Executive shall have participated at the time of termination of employment or, if none such, to the estate of the Executive. 10. State Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York. 11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the maximum extent permitted by law. 12. Counterparts. This Agreement may be executed in one or more counterparts. 13. Notices. Any communication to a party required or permitted under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and deemed to have been given at such time as it is delivered personally, or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party: If to the Company: North Fork Bancorporation, Inc. 9025 Route 25 Mattituck, New York 11952 Attn: Corporate Secretary If to the Executive: [NAME] [ADDRESS] IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date and year first above written. "EXECUTIVE" [NAME] NORTH FORK BANCORPORATION, INC. By: [NAME] [TITLE] EX-11 4 Exibit 11 COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE March 31, 1995 (Unaudited) THREE MONTHS ENDED March 31, 1995 March 31, 1994 Net Income $11,499,834 $8,771,087 Common Equivalent Shares: Weighted Average Common Shares Outstanding 23,754,513 22,455,369 Weighted Average Common Equivalent Shares (a) 397,518 1,369,319 Weighted Average Common and Common Equivalent Shares 24,152,031 23,824,688 Net Income per Common Equivalent Share 0.48 0.37 (a) Consists of warrants and options
EX-27 5 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
9 1000 QTR-1 DEC-31-1995 MAR-31-1995 92820 1454 8000 0 141952 588540 566620 1860026 50638 2739354 2373022 31795 6955 35000 60565 0 0 212122 2739354 40456 11358 191 52005 17062 18153 33852 2000 98 17237 19768 19768 0 0 11500 .48 .48 5.36 39475 2362 38980 0 50069 2112 681 50638 50638 0 0
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