-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKDEpKHE9hqlEXkn/nx09ItDzCkTW6JYGE8JLO3z3FgmIOmrHrHy5NkZmiBPyPBC PcYUgX+sKmNLq3R30th5+Q== 0000950123-02-007405.txt : 20020801 0000950123-02-007405.hdr.sgml : 20020801 20020801163847 ACCESSION NUMBER: 0000950123-02-007405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020801 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10458 FILM NUMBER: 02717510 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 y62675e8vk.txt FORM 8-K 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) - July 31, 2002 ------------- NORTH FORK BANCORPORATION, INC. --------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-10458 36-3154608 --------- --------- ------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 275 Broadhollow Road Melville, New York 11747 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (631) 844-1004 --------------- 1 ITEM 5. Other Events - --------------------- On August 1, 2002, North Fork Bancorporation, Inc. announced that it has agreed to sell $350 million aggregate principal amount of 5.875% subordinated notes and $150 million aggregate principal amount of 5% Fixed Rate/Floating Rate subordinated notes in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Both note issues qualify as Tier II capital under Federal Reserve Board guidelines. The full text of the press release is included herein as Exhibit 99.1. ITEM 9. Regulation FD Disclosure - --------------------------------- On July 31, 2002, North Fork Bancorporation, Inc.'s principal executive officer and principal financial officer submitted to the Securities and Exchange Commission their sworn statements relating to the accuracy of documents previously filed under the Securities Exchange Act of 1934, as amended. A copy of the statement from the Company's principal executive officer is attached hereto as Exhibit 99.2 and a copy of the statement from the Company's principal financial officer is attached hereto as Exhibit 99.3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - --------------------------------------------------------------------------- (a) Financial Statements of the Business Acquired. Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 99.1 Press Release dated August 1, 2002 99.2 Statement under oath of principal executive officer 99.3 Statement under oath of principal financial officer 2 SIGNATURE 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 hereunto duly authorized. Date: August 1, 2002 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy ---------------------- Daniel M. Healy Executive Vice President Chief Financial Officer 3 EX-99.1 3 y62675exv99w1.txt PRESS RELEASE Exhibit 99.1 NORTH FORK BANCORP 275 Broadhollow Road, Melville, NY 11747 (631) 844-1258 FAX (631) 844-1471 FOR IMMEDIATE RELEASE Contact: Daniel M. Healy Executive Vice President Chief Financial Officer (631) 844-1258 NORTH FORK BANCORPORATION SELLS $500 MILLION OF SUBORDINATED NOTES Melville, N.Y. - August 1, 2002 - North Fork Bancorporation, Inc. (NYSE: NFB) announced today that it has agreed to sell $350 million aggregate principal amount of 5.875% subordinated notes and $150 million aggregate principal amount of 5% Fixed Rate/Floating Rate subordinated notes in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Both note issues qualify as Tier II capital under Federal Reserve Board guidelines. Both series of notes mature in 2012. The 5.875% subordinated notes will bear interest at a fixed rate through maturity and will not be redeemable prior to maturity. The fixed rate/floating rate notes bear interest at a fixed rate of 5% per annum for the first five years, and convert to a floating rate thereafter until maturity based on the US dollar three-month LIBOR plus 1.87%. Beginning in the sixth year North Fork has the right to redeem the fixed rate/floating rate notes at par plus accrued interest. The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. North Fork, with total assets of approximately $19 billion, operates 168 branch locations throughout the New York Metropolitan area and Connecticut. 4 EX-99.2 4 y62675exv99w2.txt STATEMENT UNDER OATH - PRINCIPAL EXECUTIVE OFFICER Exhibit 99.2 OMB Number: 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, John Adam Kanas, Chief Executive Officer, state and attest that; (1) To the best of my knowledge, based upon a review of the covered reports of North Fork Bancorporation, Inc., and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * December 31, 2001 Annual Report on Form 10-K for North Fork Bancorporation, Inc.; * All reports on Form 10-Q, all reports on Form 8-K, and all definitive proxy materials of North Fork Bancorporation, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing /s/ John Adam Kanas Subscribed and sworn to -------------------- before me this 31st day of Name: John Adam Kanas, Chief Executive Officer July, 2002. Date: July 31, 2002 /s/ Aurelie S. Graf --------------------- Notary Public My Commission Expires: August 3, 2006 5 EX-99.3 5 y62675exv99w3.txt STATEMENT UNDER OATH - PRINCIPAL FINANCIAL OFFICER Exhibit 99.3 OMB Number: 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Daniel M. Healy, Chief Financial Officer, state and attest that; (1) To the best of my knowledge, based upon a review of the covered reports of North Fork Bancorporation, Inc., and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * December 31, 2001 Annual Report on Form 10-K for North Fork Bancorporation, Inc.; * All reports on Form 10-Q, all reports on Form 8-K, and all definitive proxy materials of North Fork Bancorporation, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing /s/ Daniel M. Healy Subscribed and sworn to --------------------- before me this 31st day of Name: Daniel M. Healy, Chief Financial Officer July, 2002. Date: July 31, 2002 /s/ Aurelie S. Graf ---------------------- Notary Public My Commission Expires: August 3, 2006 6 -----END PRIVACY-ENHANCED MESSAGE-----