-----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, NJWWyjaOS2swm7JQMhiQ+wMwo38m1qwH7fbYg9j6fROLT5t6oCfIyiz7jhTip0Ar 29E8Dkhzu6D5vFbXCb2igw== 0000950123-95-001457.txt : 19950517 0000950123-95-001457.hdr.sgml : 19950517 ACCESSION NUMBER: 0000950123-95-001457 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 033-20767 FILED AS OF DATE: 19950516 EFFECTIVENESS DATE: 19950516 SROS: NYSE FILER: 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: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-54222 FILM NUMBER: 95540227 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 S-3DPOS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1995 REGISTRATION NO. 33-54222 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ NORTH FORK BANCORPORATION, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-3154608 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
9025 MAIN ROAD MATTITUCK, NEW YORK 11952 (516) 298-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JOHN ADAM KANAS, PRESIDENT NORTH FORK BANCORPORATION, INC. 9025 MAIN ROAD MATTITUCK, NEW YORK 11952 (516) 298-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies of all correspondence to: THOMAS B. KINSOCK, Esq. Gallop, Johnson & Neuman, L.C. Interco Corporate Tower 101 South Hanley Road St. Louis, Missouri 63105 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /X/ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / ================================================================================ Pursuant to Rule 429, the prospectus contained in this registration statement also relates to the securities registered pursuant to the Form S-3 Registration Statement No. 33-20767 as filed with the Commission on March 25, 1988. 2 [NORTH FORK BANCORPORATION LETTERHEAD] Dear Stockholder: I am pleased to send you a prospectus describing our Dividend Reinvestment and Stock Purchase Plan. This Plan offers our stockholders the opportunity to purchase additional shares of Common Stock of North Fork Bancorporation, Inc. (the "Company"). Shares can be purchased either with reinvested dividends or with optional cash payments forwarded to the Plan Administrator. No brokerage commissions, fees or service charges will be paid by participants for purchase under the Plan. From time to time, the Company may determine that participants will receive a discount from the current market price on shares purchased under the Plan. Such a discount may be applied to all shares purchased or only to shares purchased with reinvested dividends, or different discount rates may be set for purchases with reinvested dividends versus purchases with optional cash payments. Currently, no discounts are being offered on any shares purchased under the Plan; you will be notified if this policy changes. The prospectus gives full details regarding the Plan, including minimum and maximum dollar amounts for optional cash investments in any month. If you would like to participate in the Plan, please complete and return the enclosed Authorization Form to the Plan Administrator, First Chicago Trust Company of New York, in the enclosed postage prepaid envelope. Sincerely, John Adam Kanas 3 PROSPECTUS NORTH FORK BANCORPORATION, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ------------------ THIS PROSPECTUS RELATES TO THE SHARES OF COMMON STOCK OF NORTH FORK BANCORPORATION, INC. REGISTERED FOR SALE UNDER THE PLAN REFERRED TO ABOVE. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF NORTH FORK BANCORPORATION, INC., AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. ------------------ THE DATE OF THIS PROSPECTUS IS MAY 16, 1995 4 AVAILABLE INFORMATION North Fork Bancorporation, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices in New York City (7 World Trade Center, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Proxy statements, reports and other information concerning the Company also may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company's Common Stock is listed on the New York Stock Exchange. This Prospectus does not contain all the information set forth in the Registration Statement relating to the shares to be sold under the Plan and Exhibits thereto (the "Registration Statement") which the Company has filed with the Commission under the Securities Act of 1933, as amended, and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (c) The Company's Current Reports on Form 8-K dated January 20, 1995, and April 20, 1995; and (d) The description of the Company's Common Stock which is contained in the registration statement filed by the Company pursuant to Section 12 of the Exchange Act including any amendment or report filed for the purpose of updating such description. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of the Registration Statement and prior to the termination of the offering of the securities of the Company offered hereby shall be deemed to be incorporated by reference into this Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 5 Any person receiving a copy of this Prospectus may obtain, without charge, upon written or oral request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents (other than the documents expressly incorporated therein by reference). Written requests should be directed to: North Fork Bancorporation, Inc. 9025 Main Road Mattituck, New York 11952 Attention: Corporate Secretary Telephone requests may be directed to the Company's Corporate Secretary at (516) 298-5000. THE COMPANY The principal executive offices of the Company are located at 9025 Main Road, Mattituck, New York 11952. Its telephone number is (516) 298-5000. DESCRIPTION OF THE PLAN The following series of questions and answers constitutes the Plan in its entirety. PURPOSE 1. What is the purpose of the Plan? The primary purpose of the Plan is to provide eligible holders of shares of the Company's Common Stock with a convenient and simple method of increasing their investment in the Company by investing cash dividends and optional cash payments in additional shares of Common Stock, without payment of any service charges or brokerage commissions. If the shares of Common Stock acquired for Plan Participants are purchased directly from the Company, the Company will receive new equity capital funds available for general corporate purposes. The Plan is intended for the benefit of long-term investors and not for the benefit of individuals or institutions who engage in short-term trading activities which cause temporary fluctuations in the composite trading volume and market price of Common Stock. PARTICIPATION OPTIONS 2. What options are available under the Plan? Eligible holders of Common Stock who wish to participate in the Plan ("Participants" or "you") may have cash dividends on all or a portion of their shares of Common Stock automatically reinvested in additional shares of Common Stock. All cash dividends on shares of Common Stock deposited with or held by the Plan Administrator will be automatically reinvested in the same manner. From time to time, the Company may determine in its discretion that a discount from the Current Market Price (defined in Question 12) will apply during ensuing periods for purchases of shares with reinvested dividends. Currently, no discount is applicable to shares purchased with reinvested dividends. If the decision is made to permit such a discount, Participants will be notified in the current President's letter to stockholders concerning the Plan (the "President's Letter"), which constitutes a part of this Prospectus. 3 6 If they wish, Participants may also purchase Common Stock by making optional cash payments, within specified limits (as described in Questions 14 through 17). Participants may purchase Common Stock with optional cash payments even if they are not reinvesting dividends on their shares of Common Stock or no dividends are then being declared and paid. From time to time, the Company may determine in its discretion that a discount from the Current Market Price will apply during ensuing periods for purchases of shares with optional cash payments. Such a discount, if any, need not be identical to the discount, if any, on shares purchased with reinvested dividends. Currently, no discount is applicable to shares purchased with optional cash payments. If the decision is made to permit such a discount, Participants will be notified in the President's Letter. ADVANTAGES 3. What are the advantages of the Plan? Under the Plan, Participants - May acquire additional shares through reinvested dividends or optional cash payments. - May have dividends reinvested or optional cash payments invested in shares of Common Stock without payment for any service charges, brokerage commissions or record keeping. - Are able to obtain full investment use of funds, because the Plan provides for fractions of shares to be credited to Participants who maintain Plan accounts. - May avoid cumbersome safekeeping and record keeping costs through the free custodial and reporting services furnished to Participants who maintain Plan accounts. PARTICIPATION 4. Who is eligible to participate? You are an eligible holder of Common Stock and may therefore participate in the Plan if you qualify as either one of the following: (a) you are a stockholder whose address is in the United States and whose shares of Common Stock are registered on the stock transfer books of the Company in your name (a "Registered Stockholder") or (b) you are a stockholder whose address is in the United States and who has beneficial ownership of shares of Common Stock that are registered in a name other than your name (e.g., in the name of a broker, bank or other nominee) (a "Beneficial Owner"). While a Registered Stockholder may participate in the Plan directly, a Beneficial Owner wishing to participate with respect to shares beneficially owned must either make arrangements with his or her broker, bank or other nominee to participate in the Plan on his or her behalf or become a Registered Stockholder by having such shares transferred into his or her own name. You will not be eligible to participate in the Plan if you reside in a jurisdiction in which it is unlawful for the Company to permit your participation. Your right to participate in the Plan is not transferable apart from a transfer of your underlying Common Stock to another person. You or, if appropriate, your broker, bank or other nominee must supply the Plan Administrator with certain forms in order for you to participate in the Plan. (See Question 6.) 4 7 5. May holders of other securities of the Company participate in the Plan? The Company, from time to time, in its sole discretion, may permit holders of certain other securities issued by the Company to participate in the Plan on such terms and conditions as the Company may from time to time establish for such purposes. To the extent the Company permits such participation by such holders, wherever in this Prospectus the provisions of the Plan refer to holders of Common Stock of the Company, such references shall be deemed to include holders of such other securities as the context requires. 6. How does an eligible stockholder participate? A Registered Stockholder may join the Plan by completing and signing an Authorization Form and returning it to First Chicago Trust Company of New York, which is the Plan Administrator. (See Question 7.) Once enrolled in the Plan, Participants who are Registered Stockholders will continue to participate without further action on their part. Such Participants may change their investment options by completing, signing and returning a new Authorization Form to the Plan Administrator. If a Participant's shares are registered in more than one name (i.e., joint tenants, trustees, etc.), all named persons must sign the Authorization Form exactly as their names appear on the account registration. Beneficial Owners who wish to participate in the Plan with respect to shares beneficially owned by them may elect to transfer the shares into their own names and thereafter participate as Registered Stockholders. If so, Beneficial Owners must first make appropriate arrangements with their broker, bank or other nominee to transfer record ownership of these shares into their own names. Beneficial Owners who wish to participate in the Plan with respect to shares beneficially owned by them without transferring the shares into their own names must instruct their broker, bank or other nominee to complete and sign a Broker & Nominee Form and return it to the Plan Administrator. A Broker & Nominee Form is effective for only a single dividend payment and/or optional cash payment. A Beneficial Owner must arrange to have a Broker & Nominee Form submitted to the Plan Administrator each time he or she wishes to make an optional cash payment to purchase additional shares of Common Stock or wishes to have a dividend then being declared and paid reinvested in Common Stock under the Plan. Authorization Forms, Broker & Nominee Forms and additional copies of this Prospectus may be obtained by contacting the Plan Administrator, as follows: First Chicago Trust Company of New York Dividend Reinvestment Plan P.O. Box 2598 Jersey City, New Jersey 07303-2598 Telephone Number: (201) 324-0498 A reference to North Fork Bancorporation, Inc. should appear on all correspondence sent to the Plan Administrator. 7. When may a Registered Stockholder join the Plan and begin reinvesting dividends or making optional cash payments? A Registered Stockholder of Common Stock may join the Plan at any time by executing and forwarding an Authorization Form to the Plan Administrator. If full or partial dividend reinvestment is selected, reinvestment will start with the next quarterly dividend payment after receipt of the Authorization Form, 5 8 provided it is received by the Plan Administrator on or before the record date for that dividend; otherwise, it may be necessary to delay reinvestment of dividends until the next quarterly payment date. In the past when dividends on the Common Stock have been declared, the dividend payment dates normally have occurred on or shortly after the fifteenth day of February, May, August and November. The record dates for dividends typically have preceded the dividend payment dates by approximately fifteen days, and dividends, when declared, normally have been declared on the fourth Tuesday of December, March, June and September. Dividends are reinvested for Participants in the Plan on the date of their payment. If optional cash payments are submitted with the Authorization Form, any such payments received after the Optional Cash Cut-off Date for the next monthly Investment Date will be invested on the following month's Investment Date. (See Questions 14 and 16 for information on making optional cash payments and the timing of such payments.) 8. What does the Authorization Form provide? The Authorization Form submitted by a Registered Stockholder provides for the purchase of additional shares of Common Stock through the following investment options: (a) FULL DIVIDEND REINVESTMENT directs the investment in accordance with the Plan of all of your cash dividends on all of the shares of Common Stock then or subsequently registered in your name, and also permits you to make optional cash payments for the purchase of additional shares in accordance with the Plan; (b) PARTIAL DIVIDEND REINVESTMENT directs the investment in accordance with the Plan of the cash dividends on only that number of shares of Common Stock registered in your name which are designated in the appropriate space on the Authorization Form, and also permits you to make optional cash payments for the purchase of additional shares in accordance with the Plan; (c) OPTIONAL CASH PAYMENTS ONLY permits you to make cash payments for the purchase of additional shares of Common Stock in accordance with the Plan, without reinvesting dividends on any shares registered in your name. You may select any one of the above investment options. If no selection is made on the Authorization Form which you return, you will be enrolled as having selected the FULL DIVIDEND REINVESTMENT option. In all cases, the cash dividends on all of the shares of Common Stock held in your account under the Plan will be reinvested in accordance with the Plan, including dividends on such shares purchased with optional cash payments. You may separately elect to withdraw from your account the shares purchased on your behalf under the Plan with reinvested dividends and/or optional cash payments. (See Question 25.) 9. How may a Participant change options under the Plan? As a Registered Stockholder participating in the Plan, you may change your investment option by completing and signing a new Authorization Form and returning it to the Plan Administrator at the address specified in Question 6. 6 9 PURCHASES UNDER THE PLAN 10. How are shares acquired under the Plan? On each Investment Date, First Chicago Trust Company of New York, as Plan Administrator, applies all collected dividends and optional cash payments to the purchase of shares of Common Stock for the accounts of Participants. Shares purchased under the Plan on behalf of Participants will be, at the Company's discretion, purchased either directly from the Company, in which event such shares will be either authorized but unissued shares or shares held in the treasury, or on the open market, or by any combination of the foregoing. If on a particular Investment Date, any discounts are applicable to purchases of shares under the Plan, all shares purchased for such Investment Date will be purchased directly from the Company. In the event that the number of shares of Common Stock purchased for the account of any Registered Stockholder participating in the Plan is not an even number of shares, that Participant's account will be credited with the full number of shares and fractional shares computed to three decimal places. Because the Plan Administrator does not maintain separate accounts for Beneficial Owners (as described in Question 20), only whole shares, and no fractional shares, will be purchased for them. (See Question 22.) 11. At what price will shares of Common Stock be purchased under the Plan? Shares of Common Stock purchased under the Plan, whether with reinvested dividends or optional cash payments, will be acquired at the Current Market Price (See Question 12) less any discounts that may be permitted from time to time by the Company. As of the date of this Prospectus, no discount is applicable to any purchases under the Plan. The amount of any discount that may be permitted from time to time is determined by the Company in its sole discretion and is subject to change at the discretion of the Company. Participants will be notified promptly of any such changes. 12. What is the Current Market Price? In the case of shares purchased under the Plan directly from the Company, authorized but unissued shares or treasury shares, the "Current Market Price" is the average of the high and low sales prices of the Company's Common Stock on the New York Stock Exchange (the "NYSE") on the relevant Investment Date (as described in Question 13). If no trading of shares of Common Stock occurs on the NYSE on the relevant Investment Date, the Current Market Price will be determined by the Company on the basis of such market quotations as it deems relevant. In the case of shares purchased under the Plan on the open market, the "Current Market Price" will be the weighted average purchase price of all shares purchased on the open market for the relevant Investment Date. (See Question 13.) 13. When will shares of Common Stock be purchased under the Plan? In the case of shares purchased under the Plan directly from the Company, dividends and optional cash payments will be reinvested or invested, as the case may be, in shares of Common Stock on the Investment Date (as defined below). In the case of shares purchased under the Plan on the open market for an Investment Date, purchases will begin on the relevant Investment Date and will be completed no later than 30 days after such date except where completion at a later date is necessary or advisable under any applicable Federal or state securities laws. Such purchases may be made on any securities exchange where such shares are traded, in the over-the- 7 10 counter market, or by negotiated transactions and may be subject to such terms with respect to price, delivery, and other matters as the Plan Administrator may deem appropriate. Neither the Company nor any Participant shall have any authority or power to direct the time or price at which any open market purchases may be completed or as to the selection of any broker or dealer through or from whom such purchases are to be made. The "Investment Date" will be the dividend payment date during any month in which a dividend is paid (see Question 7), and in any other month will be the fifteenth day of such month (or, if such day is not a day on which the NYSE is open and for which trades in the Company's Common Stock are reported (a "Trading Day"), on the first Trading Day thereafter). For the purpose of making purchases, the Plan Administrator will commingle the funds of the Participants. The purchase of shares under the Plan at any given date or time will be subject to compliance with applicable Federal and state securities laws. NO INTEREST WILL BE PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING REINVESTMENT OR INVESTMENT. OPTIONAL CASH PAYMENTS 14. How do you make optional cash payments? Each month, the Plan Administrator will apply optional cash payments in good funds timely received from Participants to the purchase of Common Stock on behalf of the Participants. (See Question 16 regarding the key dates for optional cash payments and the timely receipt of such payments.) All Registered Stockholders who have submitted a signed Authorization Form are eligible to make optional cash payments at any time. Beneficial Owners of Common Stock, however, must make optional cash payments through their broker, bank or nominee, as discussed below. Registered Stockholders may make optional cash payments by mailing to the Plan Administrator, at the address specified in Question 6, a check or money order payable to "First Chicago-North Fork Bancorporation," accompanied by one of the following: (i) a completed and signed Authorization Form (if the Registered Stockholder is then enrolling in the Plan or changing participation options under the Plan) or (ii) the tear-off portion, properly completed and signed, of an account statement previously sent to the Participant by the Plan Administrator (as described in Question 20). Participants wishing to transmit optional cash payments by hand delivery should contact the Plan Administrator at the telephone number specified in Question 6. In the event a broker, bank or other nominee holds shares of a Beneficial Owner, optional cash payments must be made through the use of the Broker & Nominee Form. The Broker & Nominee Form provides the sole means whereby a broker, bank or other nominee holding shares of a Beneficial Owner may invest optional cash payments (and/or reinvest dividends, as described in Question 6) on behalf of such Beneficial Owner. The broker, bank or other nominee must deliver a separate Broker & Nominee Form to the Plan Administrator each time that such broker, bank or other nominee transmits optional cash payments on behalf of a Beneficial Owner. Broker & Nominee Forms will be furnished at any time upon request to the Plan Administrator at the address or telephone number specified in Question 6 above. 15. What are the limitations on optional cash payments? MINIMUM/MAXIMUM LIMITS. The minimum optional cash payment for any Participant for any monthly Investment Date is $200, and the maximum optional cash payment for any Participant for any 8 11 monthly Investment Date is $15,000, regardless, in either case, of the number of shares owned of record or beneficially by the Participant. Optional cash payments which do not comply with the minimum or maximum limit referred to above will not be accepted under the Plan and such payments, in their entirety, will be returned to the Participants without interest. Participants relying on their beneficial ownership of Common Stock to support their right to submit optional cash payments in any particular dollar amount under the Plan must provide evidence of such beneficial ownership which is satisfactory to the Company. For the purposes of determining whether optional cash payments comply with the limitations on such payments set forth above, the Company in its sole discretion may aggregate all optional cash payments for one Beneficial Owner or for a holder with more than one account, including accounts which the Company, in its sole judgment, believes to be under common control or management or to have common ultimate beneficial ownership. The Company may establish other or additional requirements that apply to participation in the Plan by brokers, banks and others acting in a representative capacity on behalf of Beneficial Owners of shares of Common Stock. The Company reserves the right to deny or terminate participation in the Plan for Participants who, in the judgment of the Company, directly or indirectly through their representatives or agents, demonstrate an unwillingness to comply with the terms of the Plan. The limitations on the amounts of optional cash payments described above are subject to change from time to time. Participants will be notified promptly of any such changes. 16. What are the important dates to remember for optional cash payments? Optional cash payments which are timely received by the Plan Administrator for any Investment Date (as described below) will be invested in shares of Common Stock. Purchases will occur on or shortly after the Investment Date. (See Question 13 on the timing of purchases under the Plan.) The Investment Date in any month is the fifteenth day of the month, or, if such day is not a Trading Day, the first Trading Day thereafter. In order for optional cash payments to be timely received for any Investment Date, the check or money order and accompanying documents must be received by the Plan Administrator on or before the Optional Cash Cut-off Date for that Investment Date, and such check or money order must have cleared prior to the Investment Date. (See Question 14 regarding other documents to be submitted.) The Optional Cash Cut-off Date for any Investment Date is the second Trading Day before the Investment Date. Checks and money orders are accepted for payment subject to collection as good funds and verification of compliance with the terms of the Plan. Optional cash payments received prior to an Investment Date but too late to be invested for that Investment Date will be invested in Common Stock beginning on the following Investment Date. However, such payments will be returned to a Participant upon written request from such Participant received by the Plan Administrator on or before the Optional Cash Cut-off Date for such following Investment Date. No interest will be paid by the Company or the Plan Administrator on optional cash payments held pending investment. Therefore, although optional cash payments may be made at any time, it is advisable to transmit such payments shortly before an Optional Cash Cut-off Date. 9 12 In order for payments to be invested on the Investment Date, in addition to the receipt of good funds, the Plan Administrator must have received an Authorization Form or Broker & Nominee Form, as appropriate. (See Questions 8 and 14.) 17. Under what circumstances will optional cash payments be returned? Any optional cash payments which do not comply with the minimum or maximum dollar limit under the Plan will be returned as soon as practicable to the Participants, in their entirety, without interest. (See Question 15.) COSTS 18. Are there any expenses to Participants in connection with purchases under the Plan? Participants incur no service charges or brokerage commissions for purchases made under the Plan. All costs of administration of the Plan are paid by the Company. As described in Question 27, however, Participants maintaining Plan accounts will incur expenses if they request that all or some of the shares of Common Stock held in their accounts be sold upon termination of their participation in the Plan or otherwise. ADMINISTRATION 19. What are the functions of the Plan Administrator? First Chicago Trust Company of New York administers the Plan by acquiring shares of Common Stock on behalf of Participants, keeping records, sending statements of account to Participants and performing other duties relating to the Plan. The Plan Administrator holds in its own name or in the name of its nominee all shares of Common Stock held in the accounts of Registered Stockholders participating in the Plan. Shares purchased by the Plan Administrator on behalf of Beneficial Owners will be distributed promptly after such purchase to the brokers, banks or other nominees representing such Beneficial Owners. (See Question 22.) First Chicago Trust Company of New York also acts as dividend disbursing and transfer agent for the Company's Common Stock. PARTICIPANTS' ACCOUNTS AND REPORTS 20. What kind of accounts are maintained for Participants and what reports on these accounts do they receive? The Plan Administrator maintains a separate account for each Participant who is a Registered Stockholder. All shares of Common Stock purchased for such a Participant under the Plan will be credited to the Participant's account. The Plan Administrator will mail to each Participant who is a Registered Stockholder a statement confirming purchases of shares of Common Stock as soon as practicable after the purchases are made. In addition, each Participant who is a Registered Stockholder will receive copies of the Company's annual and quarterly reports to stockholders, proxy statements and dividend income information for tax purposes. Brokers, banks and other nominees who are participating on behalf of Beneficial Owners will also receive such reports, to be forwarded to such Participants. The Plan Administrator does not maintain separate accounts for Beneficial Owners participating through the use of a Broker & Nominee Form and, therefore, Beneficial Owners will not receive separate account statements. 10 13 DIVIDENDS 21. Will Participants who are Registered Stockholders be credited with dividends on shares of Common Stock held in their accounts under the Plan? Yes. The Plan Administrator, as the record holder of all shares of Common Stock held in the accounts of Registered Stockholders participating in the Plan, will receive dividends for all such shares held on the dividend record date, will credit such dividends to the accounts of these Participants on the basis of full and fractional shares held in their accounts and will automatically reinvest such dividends in additional shares. As discussed in Question 6, Beneficial Owners must have a Broker & Nominee Form submitted on their behalf each time they intend to have dividends on shares held in the name of a broker, bank or other nominee reinvested under the Plan. CERTIFICATES FOR SHARES OF COMMON STOCK 22. Will certificates be issued for shares of Common Stock purchased under the Plan? If you are a Registered Stockholder, certificates for shares of Common Stock purchased under the Plan will not be issued to you until your account is terminated or unless you submit a request in writing to the Plan Administrator to receive one or more certificates for shares acquired on your behalf in a particular purchase or for a specified number of shares credited to your account under the Plan. No certificate for a fractional share of Common Stock will be issued. Instead, any Participant's interest in a fractional share will be paid in cash. If you are a Beneficial Owner participating in the Plan through a broker, bank or other nominee by means of a Broker & Nominee Form, all whole shares purchased on your behalf for any Investment Date, whether using reinvested dividends or optional cash payments, will be issued in the form of certificates and returned to your broker, bank or other nominee promptly after the Investment Date, in the case of purchases directly from the Company, and as soon as practicable after the Investment Date (see Question 13), in the case of open market purchases. 23. In whose name will stock certificates be registered when issued? Accounts maintained under the Plan on behalf of participating Registered Stockholders are maintained in the names in which their stock certificates were registered at the time they entered the Plan. Certificates for whole shares of Common Stock issued at the request of such a Participant will be similarly registered. Shares of Common Stock credited to the account of a Participant may not be pledged or assigned and any such purported pledge or assignment will be void. A Participant who wishes to pledge or assign shares held in his or her account under the Plan must first request a certificate for such shares. (See Question 22.) 24. May an existing Participant or other investor enrolling in the Plan add shares of Common Stock to his or her account by depositing stock certificates that the Participant possesses? Yes. You may deposit with the Plan Administrator any certificates for shares of the Company's Common Stock now or hereafter registered in your name for credit under the Plan. There is no charge for this custodial service and, by making the deposit, you will be relieved of the responsibility for loss, theft or destruction of the certificate(s). Certificates should not be endorsed. To insure against loss resulting from mailing certificates, the Plan Administrator will provide certificate mailing insurance free of charge. To be eligible for such insurance, an individual investor must observe the following guidelines. Certificates must be mailed in brown, pre-addressed return envelopes supplied by the 11 14 Plan Administrator. Certificates mailed to the Plan Administrator will be insured for up to $25,000 current market value provided they are mailed first class. Certificates having a current market value in excess of $25,000 will be insured up to a current market value of $500,000 provided they are sent by registered mail with a return receipt requested. Individual investors must notify the Plan Administrator of any claim within thirty (30) calendar days of the date the certificates were mailed. To submit a claim, an individual investor must be a Participant in the Plan or a current holder of record of shares of Common Stock. In the latter case, the claimant must enroll in the Plan at the time the insurance claim is processed. The maximum insurance protection provided is $500,000 and coverage is available only when the certificate(s) are sent to the Plan Administrator in accordance with the guidelines described above. Insurance covers the replacement of shares of stock, but in no way protects against any loss resulting from fluctuations in the value of such shares from the time the individual investor mails the certificates until such time as replacement can be effected. If a Participant chooses not to avail himself or herself of the benefits of the Plan-provided certificate mailing insurance described above, it is recommended that certificates should be sent by registered mail, return receipt requested, and insured by the Participant for possible mail loss for two percent of the market value (minimum $20.00); this represents the Participant's replacement cost. Whenever certificates are issued to you either upon request or upon termination of participation, new, differently numbered certificates will be issued to you. Dividends on any shares represented by certificates deposited with the Plan Administrator will be reinvested under the Plan. However, you do not have to deposit shares with the Plan Administrator in order to have the dividends on such shares reinvested under the Plan. WITHDRAWAL AND SALE OF SHARES IN PLAN ACCOUNTS 25. How may shares be withdrawn from the Plan? Plan shares credited to a Participant's account may be withdrawn by a Participant by notifying the Plan Administrator in writing specifying the number of shares to be withdrawn. Certificates for whole shares of the Company's Common Stock so withdrawn will be issued to and registered in the name of the Participant. 26. Will dividends on shares withdrawn from the Plan continue to be reinvested? If the Participant has authorized the FULL DIVIDEND REINVESTMENT option, cash dividends with respect to shares withdrawn from a Participant's account will continue to be reinvested. If, however, the Participant has authorized the PARTIAL DIVIDEND REINVESTMENT option, the Plan Administrator will continue to reinvest dividends on only the number of shares specified by the Participant on the Authorization Form unless a new Authorization Form specifying a different number of shares is delivered. 27. How may I sell shares of Common Stock held for me under the Plan? You may sell shares held for you under the Plan in one of two ways. You may request in writing that the Plan Administrator issue to you a certificate for any or all of the whole shares held for you under the Plan, and thereafter you may sell any or all of such shares through your own broker or otherwise at any time you choose. (See Question 22 concerning certificates for shares.) Alternatively, you may request in writing or by calling (201) 324-0498, using a touch-tone phone, that the Plan Administrator sell any or all of the shares held for you under the Plan. Shares you sell in this manner would be aggregated with those of other Participants for 12 15 whom the Plan Administrator is also selling shares at the same time. The Plan Administrator will make every effort to process all sale orders (written and telephone) on the day it receives them, provided such day is a Trading Day and the instructions are received before 1 p.m. Any such sale would be executed at the price then current in NYSE consolidated trading. Your sales proceeds would then be remitted to you by check, less any related brokerage fees or commissions, any other costs of sale and a service fee of $10.00. TERMINATION OF PARTICIPATION IN THE PLAN 28. How and when may a Participant terminate participation in the Plan? A Participant may terminate participation in the Plan by written notice to the Plan Administrator. Subject to the limitations described in the next paragraph, as soon as practicable following receipt of the notice of termination, the Plan Administrator will send the Participant a certificate for the whole shares of Common Stock held in the Participant's Plan account. If the Participant so requests, the Plan Administrator will sell all or a portion of such shares and remit to the Participant the proceeds, less any related brokerage fees or commissions, any other costs of sale and a service fee of $10.00. If the Plan Administrator receives the notice of termination on or after the record date for a dividend payment but before such payment, such request may not become effective until after the dividends paid on the Participant's shares for which dividend reinvestment has been selected under the Plan have been reinvested and the shares of Common Stock purchased therewith have been credited to the Participant's account. The Plan Administrator, in its sole discretion, may either pay any such dividend in cash or reinvest it in Common Stock on behalf of the terminating Participant. If such dividend is reinvested, the Plan Administrator may sell the shares purchased and remit the proceeds to the Participant, less any brokerage commissions, any other costs of sale and any service fee. Any optional cash payments received by the Plan Administrator from a Participant prior to receipt of the Participant's request to terminate will also be invested beginning on the following Investment Date unless return of such optional cash payment is expressly requested in the notice of termination and such request is received on or before the Optional Cash Cut-off Date for the Investment Date. In every case of termination, the Participant's interest in any fractional share will be paid by check in an amount based on the actual per share market price of Common Stock for shares sold by the Plan Administrator at or around such time, less an allocable portion of any related brokerage fees or commissions, any other costs of sale and any service fee. After termination, dividends will be paid to the stockholder in cash unless and until the stockholder rejoins the Plan, which he or she may do at any time by completing, signing and returning a new Authorization Form to the Plan Administrator. OTHER INFORMATION 29. What happens when a Participant sells or transfers all of the shares of Common Stock registered in the Participant's name? If you sell or transfer all shares of Common Stock registered in your name on the books of the Company, dividends on the shares held for you under the Plan will continue to be automatically reinvested until you withdraw or sell those Plan shares. 13 16 30. What happens if the Company pays a dividend in Common Stock or splits its Common Stock? Any dividends in the form of shares of Common Stock and any shares of Common Stock resulting from a split of its Common Stock distributed by the Company on shares accumulated in the account of a Registered Stockholder who is participating in the Plan will be credited to the Participant's account and reflected in the statement described in Question 20. 31. What happens if the Company makes the right to purchase additional shares of Common Stock or other securities available to its stockholders? In the event that the Company makes available to its stockholders (a) rights to purchase additional shares of Common Stock or other securities of the Company or (b) any securities of any other issuer or securities of any class of the Company other than shares of Common Stock, the Plan Administrator will, except as otherwise provided herein, sell all such rights or other securities accruing to the shares held under the Plan in the name of the Plan Administrator on behalf of Participants, and credit the net proceeds of such sale pro rata to the accounts of Participants. Accordingly, if a Participant wishes to exercise any such rights, the Participant should request the Plan Administrator to issue certificates for shares held in the Participant's account so that the Participant can receive such rights directly. The price at which the Plan Administrator shall be deemed to have sold such rights or securities for any Participant's account shall be the average price, less any brokerage commissions and fees, any other costs of sale and any service fee, of all such rights or securities sold at or about the same time by the Plan Administrator for all Participants in the Plan. In the event that the Company, in its sole discretion, instructs the Plan Administrator not to sell such rights or securities accruing to the shares of Common Stock held for all Participants in the Plan, the Plan Administrator will authorize the Company to distribute such rights or securities directly to the Participants, in which event only full units of such rights or securities will be so distributed. Any fractional units of such securities will be aggregated and sold. Funds received from the sale of such rights, securities and fractional units of such rights or securities will be invested in shares of Common Stock in the same manner as optional cash payments are invested under the Plan, except that the monthly minimum and maximum limits shall not apply to the investment of such funds. 32. How will Participants' shares of Common Stock be voted at meetings of stockholders? Registered Stockholders who participate in the Plan will receive from the Company a single proxy card covering, in addition to the number of whole shares of Common Stock registered in the name of the Participant on the Company's stock transfer books, the number of whole shares of Common Stock credited to the Participant's Plan account. The Plan Administrator will vote the whole shares of Common Stock held in the Participant's Plan account in accordance with the proxy returned by the Participant to the Company for his or her registered shares. If the proxy card is not returned, or is returned unexecuted or improperly executed, the shares of Common Stock covered will not be voted unless the Participant or the Participant's duly appointed representative votes in person at the meeting. 33. What are the Federal income tax consequences of participation in the Plan? The following summary is based upon an interpretation of current Federal tax law. Each Participant should consult his or her own tax advisor to determine the particular tax consequences, including state tax consequences, which will vary from state to state, which may result from participation in the Plan and a subsequent disposal of shares of Common Stock acquired pursuant to the Plan. 14 17 When the Plan Administrator utilizes a Participant's reinvested dividends to purchase shares of Common Stock for the Participant's account directly from the Company, the Participant will be treated for Federal income tax purposes as having received, on the dividend payment date, a dividend in an amount equal to the fair market value on that date of the shares of Common Stock thus acquired. Such shares will have a tax basis equal to the same amount. When the Plan Administrator utilizes a Participant's reinvested dividends to purchase shares of Common Stock for the Participant's account on the open market, a Participant will be treated as having received a dividend in an amount equal to the actual purchase price to the Plan Administrator of the shares thus purchased plus that portion of any brokerage commissions paid by the Company which are allocable to such purchase. The tax basis of such shares will be equal to the same amount. When the Plan Administrator utilizes a Participant's optional cash payment to purchase shares of Common Stock for the Participant's account directly from the Company, the Participant will be treated as having received a dividend in an amount equal to the excess, if any, of the fair market value of such shares on the Investment Date on which they are acquired over the amount of the optional cash payment. The tax basis of such shares will equal the amount of the optional cash payment plus the amount of such dividend, if any. When the Plan Administrator utilizes a Participant's optional cash payment to purchase shares of Common Stock for the Participant's account on the open market, a Participant will be treated as having received a dividend in an amount equal to the portion of any brokerage commissions paid by the Company allocable to such purchase. The tax basis of such shares will be the amount of the optional cash payment plus the amount of such dividend. For Federal income tax purposes, the fair market value of shares of Common Stock acquired directly from the Company under the Plan will be equal to 100 percent of the average of the high and low sales prices of the Company's Common Stock as reported on the New York Stock Exchange composite tape on the relevant Investment Date. A Participant's holding period for shares of Common Stock acquired pursuant to the Plan will begin on the day following the date on which they are acquired for the Participant's account. A Participant will not realize any taxable income upon receipt of certificates for whole shares of Common Stock credited to the Participant's account, either upon the Participant's request for certain of those shares or upon termination of participation in the Plan. A Participant will realize gain or loss upon the sale or exchange of shares of Common Stock acquired under the Plan. A Participant will also realize gain or loss upon receipt, following termination of participation in the Plan, of a cash payment for any fractional share equivalent credited to the Participant's account. The amount of any such gain or loss will be the difference between the amount that the Participant received for the shares or fractional share equivalent, and the tax basis therefor. 34. What are the responsibilities of the Plan Administrator under the Plan? The Plan Administrator shall not be liable under the Plan for any act done in good faith, or for any good faith omission to act, including, without limitation, any claim of liability (a) arising out of any such act or omission to act which occurs prior to the termination of participation, including failure to terminate a Participant's account upon such Participant's death, and (b) with respect to the prices at which shares of Common Stock are purchased or sold or other rights or securities are sold for the Participant's account and the times such purchases or sales are made. Participants should recognize that the Plan Administrator cannot 15 18 assure Participants of profits, or protect Participants against losses, on shares of Common Stock purchased or held under the Plan. 35. Can profits or future dividends be guaranteed under the Plan? No. Participants should recognize that neither the Company nor the Plan Administrator can assure Participants of profits, or protect Participants against losses, on shares of Common Stock purchased or held under the Plan. In addition, stockholders are cautioned that this Prospectus does not represent a change in the Company's dividend policy or a guarantee of future dividends, which will continue to depend upon the Company's earnings, financial requirements, governmental regulations and other factors. 36. Can the Company or the Plan Administrator terminate a Participant's interest in the Plan? The Company or the Plan Administrator may terminate any Participant's participation in the Plan at any time for any reason, including, without limitation, arbitrage-related activities or transactional profit activities, upon notice in writing mailed to the Participant. In such event the Plan Administrator will follow the procedures for termination set forth in Question 28. 37. Where should correspondence regarding the Plan be sent? Any notice, instruction, request or election which is required or permitted to be given or made by the Participant to the Plan Administrator shall be in writing, signed by the Participant and addressed to: First Chicago Trust Company of New York Dividend Reinvestment Plan P.O. Box 2598 Jersey City, New Jersey 07303-2598 Telephone Number: (201) 324-0498 or such other address as the Plan Administrator shall furnish to the Participant. Such notice, instruction, request or election shall be deemed to have been sufficiently given or made when received by the Plan Administrator. All such written correspondence must refer by name to North Fork Bancorporation, Inc. 38. What is sufficient notice to a Participant? Any notice which by any provision of the Plan is required to be given by the Plan Administrator to a Participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited postage prepaid in a post office letter box addressed to the Participant at the Participant's address as it shall last appear on the Plan Administrator's records. 39. Can successor Plan Administrators be named? The Company may from time to time designate a bank or trust company as successor Plan Administrator under the Plan. 16 19 40. Who interprets the Plan and what law governs? Any question of interpretation under the Plan will be determined by the Company, and any such determination will be final. The terms and conditions of the Plan and its operation are governed by the laws of the State of New York. 41. May the terms of the Plan be changed or the Plan suspended or terminated? The Company may change the terms of the Plan at any time and from time to time, and the Company may suspend or terminate the Plan at any time, including during the period between a dividend record date or Optional Cash Cut-off Date and the related dividend payment date or Investment Date, in each case in its sole discretion. In such a case, the Company will use all reasonable efforts to notify Participants of such change or termination. STOCKHOLDER RIGHTS PLAN The Company has a Stockholder Rights Plan (the "Rights Plan") designed to enhance the ability of the Board of Directors of the Company to protect stockholders against attempts to acquire control of the Company by means of unfair or abusive tactics. The Rights Plan provides, among other things, that the rights granted thereunder to the holders of shares of Common Stock (one Right for each share of Common Stock) will become exercisable (after a specified period) if any person or group acquires or announces an intention to acquire 20 percent or more of the Common Stock or if the Board of Directors of the Company determines that 10 percent or more of the Common Stock has been acquired by an Adverse Person (as defined in the Rights Plan). At that time each Right will enable the holders of the Right (other than such person or group) to receive additional securities having a market value of twice the Right's exercise price. The Rights automatically attach to each outstanding share of Common Stock, including shares of Common Stock issued under the Dividend Reinvestment and Stock Purchase Plan, without any action on the part of the holders of such shares. There is no monetary value presently assigned to the Rights, and the Rights do not trade separately from the shares of Common Stock unless and until they become exercisable. USE OF PROCEEDS Proceeds from any newly issued shares of Common Stock purchased directly from the Company under the Plan will be available for general corporate purposes. The Company has no basis for estimating either the number of shares of Common Stock that will ultimately be purchased directly from the Company, if any, under the Plan or the prices at which such shares will be sold. EXPERTS The consolidated financial statements of the Company and its subsidiaries included in the Company's Annual Report on Form 10-K for 1994 have been incorporated in this Prospectus by reference in reliance upon the report set forth therein of KPMG Peat Marwick LLP, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1994 consolidated financial statements refers to changes in the methods of accounting as discussed in the notes to those statements. 17 20 LEGAL OPINION The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Gallop, Johnson & Neuman, L.C., St. Louis, Missouri. INDEMNIFICATION Section 145 of the Delaware General Corporation Law provides for the indemnification of directors and officers of corporations organized thereunder in certain circumstances. In addition, said Section 145 grants to each such corporation the power to indemnify its directors and officers against liability for certain of their acts. The By-Laws of the Company provide that directors and officers of the Company shall be indemnified to the fullest extent permitted by the laws of the State of Delaware against liability for certain of their acts. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act"), as amended, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 18 21 - ------------------------------------------------------ - ------------------------------------------------------ NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents by Reference........................... 2 The Company........................... 3 Description of the Plan............... 3 Purpose............................. 3 Participation Options............... 3 Advantages.......................... 4 Participation....................... 4 Purchases Under the Plan............ 7 Optional Cash Payments.............. 8 Costs............................... 10 Administration...................... 10 Participants' Accounts and Reports.......................... 10 Dividends........................... 11 Certificates for Shares of Common Stock............................ 11 Withdrawal and Sale of Shares in Plan Accounts......................... 12 Termination of Participation in the Plan............................. 13 Other Information................... 13 Stockholder Rights Plan............... 17 Use of Proceeds....................... 17 Experts............................... 17 Legal Opinion......................... 18 Indemnification....................... 18
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ NORTH FORK BANCORPORATION, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ----------------- PROSPECTUS ----------------- MAY 16, 1995 - ------------------------------------------------------ - ------------------------------------------------------ 22 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses payable by the Registrant in connection with the sale and distribution of the shares registered hereby: SEC registration fee....................................................... $ 5,000 Accounting fees and expenses............................................... 7,000 Legal fees and expenses.................................................... 15,000 Blue Sky fees and expenses................................................. 2,500 New York Stock Exchange listing fees....................................... 1,500 Printing expenses.......................................................... 50,000 Miscellaneous expenses..................................................... 750 -------- Total............................................................ $ 81,750 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware permits indemnification by a corporation of certain officers, directors, employees and agents under certain circumstances. Article 8 of the Registrant's Bylaws provides for indemnification of directors, officers, employees and agents of the Registrant for expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed action or suit if such director, officer, employee or agent is successful on the merits or otherwise, or acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Article 10 of the Registrant's Certificate of Incorporation provides that directors shall not be liable for monetary damages resulting from a breach of their fiduciary duties, except for (i) any breach of the duty of loyalty to the Registrant and its stockholders, (ii) acts or omissions involving bad faith, intentional misconduct or a knowing violation of law, (iii) as provided under Section 174 of the General Corporation Law of the State of Delaware (which provides that directors are personally liable for unlawful dividends or unlawful stock repurchases or redemptions), or (iv) any transaction from which a director personally derived any improper personal benefit. The Registrant maintains a director and officer liability insurance policy providing for the insurance on behalf of any person who is or was a director or officer of the Registrant and subsidiary companies against any liability incurred by him in any such capacity or arising out of his status as such. The insurer's limit of liability under the policy is $7,500,000 in the aggregate for all insured losses per year. The policy contains various reporting requirements and exclusions. The ability of the Registrant or its subsidiary banks to indemnify officers and directors against certain liabilities or expenses may be limited by the federal banking regulators acting under Section 2523 of the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990. The Federal Deposit Insurance Corporation proposed regulations in September 1991 which would prohibit insured banks and their holding companies from indemnifying directors and officers against liability and expenses incurred by them in connection with regulatory enforcement actions which result in the entry of a final order against such individuals. Advancement of legal expenses in connection with regulatory enforcement actions against directors and officers would also be prohibited by the regulations, unless certain conditions were met. II-1 23 ITEM 16. EXHIBITS The following exhibits were contained or incorporated by reference in the registration statement as initially filed or are filed herewith.
EXHIBIT NUMBER DESCRIPTION ------ ----------- 5 Opinion of Gallop, Johnson & Neuman, L.C., filed herewith. 23.1 Consent of KPMG Peat Marwick LLP, filed herewith. 23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5). 24 Power of Attorney, included on signature page of Registration Statement No. 33-54222 as initially filed.
ITEM 17. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) Not applicable. II-2 24 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c)-(g) Not Applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (i) Not Applicable. (j) Not Applicable. II-3 25 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the County of Suffolk, State of New York, on May 15, 1995. NORTH FORK BANCORPORATION, INC. By: /s/ DANIEL M. HEALY ------------------------------------ Daniel M. Healy Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- /s/ JOHN A. KANAS* President, Chief Executive Officer May 15, 1995 - ------------------------------------------ and Chairman of the Board John A. Kanas /s/ DANIEL M. HEALY Executive Vice President and Chief May 15, 1995 - ------------------------------------------ Financial Officer (Principal Financial Daniel M. Healy and Accounting Officer) /s/ JOHN BOHLSEN* Director May 15, 1995 - ------------------------------------------ John Bohlsen /s/ MALCOLM J. DELANEY* Director May 15, 1995 - ------------------------------------------ Malcolm J. Delaney /s/ ALLAN C. DICKERSON* Director May 15, 1995 - ------------------------------------------ Allan C. Dickerson /s/ LLOYD A. GERARD* Director May 15, 1995 - ------------------------------------------ Lloyd A. Gerard
II-4 26
NAME TITLE DATE ---- ----- ---- /s/ JAMES F. REEVE* Director May 15, 1995 - ------------------------------------------ James F. Reeve Director May , 1995 - ------------------------------------------ James H. Rich, Jr. /s/ GEORGE H. ROWSOM* Director May 15, 1995 - ------------------------------------------ George H. Rowsom /s/ RAYMOND W. TERRY, JR.* Director May 15, 1995 - ------------------------------------------ Raymond W. Terry, Jr. Director May , 1995 - ------------------------------------------ Dr. Kurt R. Schmeller *By /s/ DANIEL M. HEALY - ------------------------------------------ Daniel M. Healy Attorney-in-Fact
II-5 27 FORM S-3 NORTH FORK BANCORPORATION, INC. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ---------------------------------------------------------------------------------- 5 Opinion of Gallop, Johnson & Neuman, L.C., filed herewith. 23.1 Consent of KPMG Peat Marwick LLP, filed herewith. 23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5). 24 Power of Attorney, included on signature page of Registration Statement No. 33-54222 as initially filed.
II-6 EX-5 2 OPINION OF GALLOP, JOHNSON & NEUMAN, L.C. 1 EXHIBIT 5 [GALLOP, JOHNSON & NEUMAN, L.C. LETTERHEAD] MAY 12, 1995 Board of Directors North Fork Bancorporation, Inc. 9025 Main Road Mattituck, New York 11952 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-3 North Forth Bancorporation, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended Gentlemen: In connection with amendment no. 1 (the "Amendment") to the above-captioned registration statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, we furnish to you our opinion as to the legality of the shares of common stock, par value $2.50 per share (the "Shares"), of North Fork Bancorporation, Inc. (the "Company") to be registered thereunder, which Shares are to be issued pursuant to the North Fork Bancorporation, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended (the "Plan"). We have served as counsel to the Company in connection with the preparation of the Registration Statement and the Amendment. We have examined and are familiar with the Certificate of Incorporation and the Bylaws of the Company, records of its corporate proceedings, the Plan and such other documents and records as we have considered appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued pursuant to the Plan, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ GALLOP, JOHNSON & NEUMAN, L.C. -------------------------------------- GALLOP, JOHNSON & NEUMAN, L.C. EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 KPMG PEAT MARWICK LLP 345 PARK AVENUE NEW YORK, NY 10154 To the Stockholders and Board of Directors North Fork Bancorporation, Inc.: We consent to the incorporation by reference in the Registration Statement No. 33-54222 on Form S-3 of North Fork Bancorporation, Inc. of our report dated January 20, 1995, relating to the consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994 and to the reference to our firm under the heading "Experts" in the Prospectus dated May 16, 1995. Our report with respect to these financial statements, which contains an added explanatory paragraph, is included in the 1994 North Fork Bancorporation, Inc. Annual Report on Form 10-K. /s/ KPMG Peat Marwick LLP May 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----