8-K 1 nfb8k.txt 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): OCTOBER 10, 2006 NORTH FORK BANCORPORATION, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 1-10458 36-3154608 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) 275 BROADHOLLOW ROAD MELVILLE, NEW YORK 11747 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 844-1004 NOT APPLICABLE [(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)] Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. Pursuant to an Agreement and Plan of Merger between North Fork Bancorporation, Inc. (the "Company") and Capital One Financial Corporation ("Capital One") dated as of March 12, 2006, the Company is expected to merge into Capital One (the "Merger"), provided that the Company's shareholders approve the merger, regulatory approval is obtained and certain other conditions are satisfied. In connection with the Merger, a temporary suspension of transactions involving the Company's 401(k) Retirement Savings Plan (the "401(k) Plan" or the "Plan") is required in order to allow the Plan's recordkeeper to process consideration elections made by participants in the Plan in connection with the Merger. On July 26, 2006, the Company sent a notice to its directors and executive officers informing them of a temporary suspension of transactions by directors and executive officers involving Company equity securities in connection with the blackout period under the 401(k) Plan. The Company sent a notice to its directors and executive officers on August 28, 2006 notifying them that the commencement of the blackout period with respect to the Company's 401(k) Plan described in the July 26th Notice had been delayed. The Company subsequently sent a notice to its directors and executive officers on October 10, 2006 notifying them that the commencement of the blackout period with respect to the Company's 401(k) Plan described in the August 28, 2006 Notice has been delayed and is now scheduled to commence on Wednesday, October 18, 2006, at 2:00 p.m., Eastern Time. The blackout period has been delayed because the deadline for stockholders generally to make elections in connection with the merger between the Company and Capital One is now expected to be no earlier than October 25, 2006, and the related deadline for participants in the 401(k) Plan to make an election with respect to the Company common stock held in the Company stock fund under the 401(k) Plan is delayed until Wednesday, October 18, 2006. The notice, which was provided to the Company's directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits: EXHIBIT NO. DESCRIPTION 99.1 Notice sent to directors and executive officers of North Fork Bancorporation on October 10, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 10, 2006 NORTH FORK BANCORPORATION, INC. /s/ John Adam Kanas ------------------------------- John Adam Kanas Chairman of the Board, President and Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Notice sent to directors and executive officers of North Fork Bancorporation on October 10, 2006