-----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, GzW46IURGi0OYxPCn4OFxnBUX6HDp/jlZVaXX8BOwIzTAMn0U9QVYROjLe6y6CLi OftrbooZ72sq4/tGq3L3BA== 0000950123-96-006945.txt : 19961125 0000950123-96-006945.hdr.sgml : 19961125 ACCESSION NUMBER: 0000950123-96-006945 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961122 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-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-11985 FILM NUMBER: 96671185 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 S-3/A 1 AMENDMENT #1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1996 REGISTRATION NO. 333-11985 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ 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 6712 36-3154608 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
275 BROAD HOLLOW ROAD MELVILLE, NEW YORK 11747 (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. 275 BROAD HOLLOW ROAD MELVILLE, NEW YORK 11747 (516) 844-1004 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: WILLIAM S. RUBENSTEIN, ESQ. MITCHELL KLEINMAN, ESQ. SKADDEN, ARPS, SLATE, BROWN & WOOD LLP MEAGHER & FLOM LLP 1 WORLD TRADE CENTER 919 THIRD AVENUE NEW YORK, NEW YORK 10048 NEW YORK, NEW YORK 10022 (212) 839-5300 (212) 735-3000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effectiveness of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION -- DATED NOVEMBER 22, 1996 PROSPECTUS 600,000 SHARES NORTH FORK BANCORPORATION, INC. COMMON STOCK ------------------------ All of the 600,000 shares of common stock, par value $2.50 per share (the "Common Stock"), of North Fork Bancorporation, Inc. ("North Fork"), a Delaware corporation, being offered hereby are being sold by North Fork. The Common Stock is traded on the New York Stock Exchange ("NYSE") under the symbol "NFB." The last reported sale price of the Common Stock on November 20, 1996 as reported by the NYSE was $33.75 per share. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. ------------------------
- ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC COMMISSIONS(1) NORTH FORK(2) - ------------------------------------------------------------------------------------------------- Per Share...................... $ $ $ - ------------------------------------------------------------------------------------------------- Total.......................... $ $ $ - ------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------
(1) North Fork has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Before deducting expenses of the offering payable by North Fork estimated at $241,336. The shares of Common Stock are offered by the Underwriter, subject to prior sale, to withdrawal, cancellation or modification of the offer without notice, to delivery and acceptance by the Underwriter and to certain further conditions. It is expected that delivery of the shares of Common Stock offered hereby will be made to the Underwriter on behalf of the purchasers in this offering on or about , 1996. ------------------------ KEEFE, BRUYETTE & WOODS, INC. ------------------------ The date of this Prospectus is , 1996 3 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NYSE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION North Fork is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The reports, proxy statements and other information filed by North Fork with the Commission 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 at 7 World Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates or from the Web Site maintained by the Commission at "http://www.sec.gov.". In addition, material filed by North Fork can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. North Fork has filed with the Commission a Registration Statement on Form S-3 (together with any amendments thereof, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities to be offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits thereto. Such additional information may be inspected and copied as set forth above. Statements contained in this Prospectus or in any document incorporated by reference in this Prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement or such other document, each such statement being qualified in all respects by such reference. 2 4 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by North Fork (File No. 0-10280) are incorporated by reference in this Prospectus: 1. North Fork's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "1995 Form 10-K"). 2. North Fork's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996. 3. North Fork's Current Reports on Form 8-K, dated March 15, 1996 (as amended by a Form 8-K/A), July 15, 1996, September 12, 1996 and October 10, 1996. 4. The description of North Fork Common Stock and North Fork Series A Junior Participating Preferred Stock and Preferred Stock Purchase Rights set forth in North Fork's registration statements filed by North Fork pursuant to Section 12 of the Exchange Act including any amendment or report filed for purposes of updating any such description. 5. The portions of North Fork's Proxy Statement for the Annual Meeting of Stockholders held on April 23, 1996 that have been incorporated by reference in the 1995 Form 10-K. 6. The Joint Proxy Statement/Prospectus of North Fork and North Side, dated October 4, 1996, relating to the Merger (the "Joint Proxy Statement/Prospectus") other than the sections entitled "Summary -- Selected Historical Financial Information", "Summary -- Pro Forma Combined Selected Historical Financial Information", "Summary -- Selected Financial Ratios", "Summary -- Comparative Per Share Data", "Pro Forma Condensed Combined Financial Statements", "Opinions of Financial Advisors" and the annexes to such Joint Proxy Statement/Prospectus. All documents and reports filed by North Fork pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the dates of filing of such documents or reports. Any statement contained in a document or report 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 or report which also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. This Prospectus incorporates documents by reference which are not presented herein or delivered herewith. Such documents (other than exhibits to such documents unless such exhibits are specifically incorporated by reference) are available, without charge, to any person to whom this Prospectus is delivered, upon written or oral request, directed to North Fork Bancorporation, Inc., 275 Broad Hollow Road, Melville, New York 11747, Attention: Anthony Abate, Secretary, telephone number (516) 844-1004. 3 5 THIS PROSPECTUS AND THE JOINT PROXY STATEMENT/PROSPECTUS INCORPORATED BY REFERENCE HEREIN CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF NORTH FORK FOLLOWING THE CONSUMMATION OF THE MERGER, INCLUDING STATEMENTS RELATING TO: (A) THE COST SAVINGS AND REVENUE ENHANCEMENTS THAT ARE EXPECTED TO BE REALIZED FROM THE MERGER AND (B) PROJECTED 1997 EARNINGS PER SHARE. SEE "THE MERGER -- OPERATIONS FOLLOWING THE MERGER." FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) EXPECTED COST SAVINGS OR REVENUE ENHANCEMENTS FROM THE MERGER CANNOT BE FULLY REALIZED; (2) DEPOSIT ATTRITION, CUSTOMER LOSS OR REVENUE LOSS FOLLOWING THE MERGER IS GREATER THAN EXPECTED; (3) COMPETITIVE PRESSURE IN THE BANKING AND FINANCIAL SERVICES INDUSTRY INCREASES SIGNIFICANTLY; (4) CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE MARGINS; AND (5) GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE STATE OF NEW YORK, ARE LESS FAVORABLE THAN EXPECTED. NORTH FORK North Fork. North Fork, with its executive headquarters located in Melville, New York, is a bank holding company organized under the laws of the State of Delaware in 1980 and registered under the Bank Holding Company Act of 1956, as amended. North Fork's primary subsidiary, North Fork Bank, operates 65 retail banking facilities throughout Suffolk, Nassau, New York, Queens, Westchester and Rockland Counties of New York. North Fork, through North Fork Bank, provides a variety of banking and financial services to middle market and small business organizations, local government units, and retail customers in the metropolitan New York area. During the first quarter of 1996, North Fork Bank consummated the acquisition of the domestic commercial banking business of Extebank, which at closing had approximately $388 million in assets and $348 million in deposits, for $47 million in cash. During such quarter, North Fork Bank also consummated the acquisition of ten Long Island branches of First Nationwide Bank, with approximately $572 million in deposits, at a deposit premium of 6.35%. North Fork recognized net income of $44.8 million, or $1.81 per share for the first nine months of 1996, which includes a nonrecurring, after-tax charge of $5 million, or $.20 cents per share, associated with the recapitalization of the Savings Association Insurance Fund ("SAIF") which resulted in a return on average total assets and return on average stockholders' equity of 1.54% and 19.48%. This compares to net income of $38.7 million, or $1.59 per share earned in the comparable 1995 period. It is expected that deposit insurance costs will be reduced, in the future, as a result of the SAIF recapitalization. Net income excluding the SAIF charge in the nine month period ended September 30, 1996 would have been $49.8 million or $2.01 per share which would have resulted in a return on average total assets and return on average stockholders' equity of 1.72% and 21.66%, respectively, as compared to 1.82% and 18.71%, respectively, for the prior year period. At September 30, 1996, North Fork had assets of $4.1 billion, deposits of $3.2 billion and stockholders' equity of $314 million. The principal executive offices of North Fork are located at 275 Broad Hollow Road, Melville, New York 11747 and its telephone number is (516) 844-1004. For additional information about North Fork, reference is made to the 1995 Form 10-K which is incorporated herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." 4 6 SELECTED HISTORICAL FINANCIAL INFORMATION (UNAUDITED) The following summary historical consolidated financial information (unaudited) has been derived from, and should be read in conjunction with, the historical financial statements of North Fork, including the related notes thereto incorporated by reference in this Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." NORTH FORK BANCORPORATION, INC. SELECTED HISTORICAL FINANCIAL INFORMATION (UNAUDITED) (in thousands, except ratios and per share amounts)
NINE MONTHS ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31, ----------------------- -------------------------------------------------------------- 1996(1) 1995 1995 1994 1993 1992 1991 ---------- ---------- ---------- ---------- ---------- ---------- ---------- CONSOLIDATED SUMMARY OF OPERATIONS: Interest income............ $ 216,248 $ 164,384 $ 226,398 $ 203,733 $ 191,630 $ 210,780 $ 225,855 Interest expense........... 85,564 60,346 85,162 71,227 73,169 105,714 136,464 ---------- --------- --------- --------- --------- --------- --------- Net interest income........ 130,684 104,038 141,236 132,506 118,461 105,066 89,391 ---------- --------- --------- --------- --------- --------- --------- Provision for loan losses................... 4,500 6,000 9,000 3,275 10,300 23,775 66,625 Non-interest income........ 20,583 15,550 20,942 19,020 18,938 16,860 13,399 Net security gains/(losses)........... 2,428 3,173 6,379 (9,211) 1,457 9,547 9,052 Other real estate expense.................. 1,052 41 255 3,651 13,971 16,358 10,663 Merger and related restructure charges...... -- -- -- 14,338 -- 1,200 -- Non-interest expense....... 65,132 49,843 68,588 74,453 71,962 72,104 62,663 SAIF recapitalization charge(3)............... 8,350 -- -- -- -- -- -- ---------- --------- --------- --------- --------- --------- --------- Income/(loss) before income taxes.................... 74,661 66,877 90,714 46,598 42,623 18,036 (28,109) Provision/(benefit) for income taxes............. 29,825 28,195 38,479 16,926 16,976 8,609 (164) ---------- --------- --------- --------- --------- --------- --------- Net income/(loss).......... $ 44,836 $ 38,682 $ 52,235 $ 29,672 $ 25,647 $ 9,427 $ (27,945) ========== ========= ========= ========= ========= ========= ========= Weighted average common shares outstanding(2)...... 24,759 24,391 24,554 23,763 23,242 19,689 18,490 Common shares outstanding at period end............ 24,144 24,807 24,843 23,047 22,446 20,171 19,086 CONSOLIDATED PER SHARE DATA: Earnings/(loss) per share(2)(3).......... $ 1.81 $ 1.59 $ 2.13 $ 1.25 $ 1.10 $ 0.48 $ (1.51) Cash dividends declared.... $ 0.60 $ 0.40 $ .55 $ .35 -- -- $ .34 Dividend payout ratio...... 33% 25% 26% 28% -- -- -- Stated Book value at period-end............... $ 12.99 $ 12.06 $ 12.47 $ 11.06 $ 10.08 $ 9.08 $ 8.71 Tangible Book value at period-end............... $ 9.53 $ 10.98 $ 11.40 $ 10.10 $ 8.91 $ 7.70 $ 7.18 CONSOLIDATED BALANCE SHEET DATA AT PERIOD END: Securities Available-for- Sale(4).................. $1,060,885 $ 463,081 $ 814,485 $ 141,805 $ 200,219 $ 338,841 $ 415,276 Securities Held-to-Maturity......... 369,853 546,355 342,143 631,492 771,648 319,286 25,714 Loans, net of unearned income and fees.......... 2,399,617 1,920,008 1,966,440 1,814,037 1,740,778 1,807,119 1,987,560 Allowance for loan losses................... 48,912 51,222 50,210 50,069 56,556 69,583 63,722 Intangibles................ 83,458 26,896 26,633 22,208 26,239 27,834 29,450 Total assets............... 4,098,519 3,105,035 3,303,311 2,717,776 2,884,375 2,691,011 2,854,876 Deposits................... 3,238,369 2,504,119 2,535,460 2,342,887 2,348,545 2,387,368 2,503,661 Borrowings................. 474,807 185,938 401,369 70,000 268,643 41,200 27,366 Senior notes payable....... 25,000 25,000 25,000 25,000 20,000 40,000 40,000 Stockholders' equity....... $ 313,665 $ 299,192 $ 309,845 $ 254,923 $ 226,310 $ 183,147 $ 166,475
5 7
NINE MONTHS ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31, 1996(1) 1995 1995 1994 1993 1992 1991 ---------- --------- --------- --------- --------- --------- --------- CONSOLIDATED AVERAGE BALANCE SHEET DATA: Securities................. $1,389,526 $ 788,291 $ 857,302 $ 968,908 $ 869,792 $ 544,966 $ 450,831 Loans, net of unearned income and fees.......... 2,207,681 1,873,141 1,893,654 1,773,088 1,735,122 1,906,438 1,884,440 Total assets............... 3,878,257 2,838,347 2,928,773 2,933,943 2,820,491 2,782,480 2,542,179 Deposits................... 2,515,422 2,056,765 2,464,776 2,363,965 2,363,652 2,467,494 2,172,622 Total borrowings........... 416,673 78,765 137,893 293,732 213,078 112,758 146,797 Stockholders' equity....... $ 307,402 $ 276,439 $ 283,024 $ 244,759 $ 210,345 $ 169,155 $ 191,749 SELECTED FINANCIAL RATIOS: Return on Average Total Assets(3)................ 1.54% 1.82% 1.78% 1.01% .91% .34% (1.10)% Return on Average Total Stockholders' Equity(3)................ 19.48% 18.71% 18.46% 12.12% 12.19% 5.57% (14.57)% Net Interest Margin........ 4.93% 5.26% 5.18% 4.81% 4.48% 4.03% 3.90% Tier 1 Capital Ratio....... 10.13% 15.83% 15.50% 14.94% 12.06% 9.28% 7.30% Risk Adjusted Capital Ratio............ 11.39% 17.10% 16.77% 16.22% 13.34% 10.65% 8.84% Leverage Ratio............. 5.86% 9.26% 8.86% 8.40% 6.88% 5.83% 4.85% Allowance for Loan Losses to Net Loans............. 2.04% 2.67% 2.55% 2.76% 3.25% 3.85% 3.21% Allowance for Loan Losses/ Nonperforming Loans...... 240% 122% 154% 119% 96% 54% 44% Net Charge-Offs to Average Net Loans................ 0.54% 0.38% .49% .57% 1.34% .94% 2.88% Nonperforming Assets to Total Assets............. 0.53% 1.43% 1.13% 1.73% 2.43% 5.19% 5.76%
- --------------- (1) In March 1996, North Fork completed its purchase of the domestic commercial banking business of Extebank, and the ten Long Island banking branches of First Nationwide Bank. As a result of these acquisitions, North Fork added approximately $200 million in net loans and $920 million in deposit liabilities. The intangibles created in the aforementioned transactions aggregated approximately $60 million. (2) North Fork's historical earnings per share for the nine months ended September 30, 1996 and 1995 and for the five years ended December 31, 1995, were based on weighted average common shares outstanding as dilution from potentially dilutive common stock equivalents was less than 3% for each period. (3) Net income for the nine months ended September 30, 1996, excluding the nonrecurring SAIF recapitalizaton charge, would have been approximately $49.8 million, or $2.01 per share. Return on average total assets and return on average total stockholders' equity, excluding the nonrecurring SAIF recapitalization charge, was 1.72% and 21.66%, respectively. (4) Effective January 1, 1994, North Fork adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The Statement requires that securities available-for-sale be reported at fair value, with unrealized gains and losses reflected as a separate component of stockholders' equity. Prior to 1994, these securities were included in the Held-for-Sale category and carried at the lower of cost or market with unrealized losses or gains included in net income. 6 8 THE MERGER GENERAL On July 15, 1996, North Fork and North Side Savings Bank ("North Side") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which North Side will merge with and into North Fork Bank (the "Merger"), with North Fork Bank surviving the Merger as a wholly owned subsidiary of North Fork. The Merger Agreement provides that upon consummation of the Merger, each issued and outstanding share of common stock, par value $1.00 per share, of North Side (the "North Side Common Stock"), except for shares held directly or indirectly by North Side or North Fork (other than shares held by North Fork or North Side in a fiduciary capacity or in respect of a debt previously contracted) and shares of North Side Common Stock as to which the holder thereof shall have exercised dissenter's rights, will be converted into and exchangeable for 1.556 shares (the "Exchange Ratio") of Common Stock. It is expected that the Merger will be accounted for as a pooling of interests. See "-- Conditions to the Merger" below. The shares of Common Stock being offered hereby will be reissued out of North Fork's treasury in order that the Merger will not fail to qualify for pooling of interests accounting treatment by virtue of the number of shares of Common Stock held by North Fork in treasury. OPERATIONS FOLLOWING THE MERGER North Fork expects to achieve significant cost savings subsequent to the Merger. The cost savings are expected to be derived from reductions in personnel, elimination of one branch location located in a community in which both North Fork and North Side branches are located, the integration of North Side's data processing operations with those of North Fork, and the integration of other facilities and back office operations. Further, because North Side will be merged with and into North Fork Bank, the costs associated with operating as a publicly held entity will also be eliminated. The aggregate annual pre-tax cost savings are estimated to range between $8 million and $11 million. Management of North Fork believes that realization of these cost savings will occur by the end of the first quarter following consummation of the Merger. There can be no assurance that all of the potential cost savings will be realized or that they will be realized in the time frame currently estimated or thereafter. Such realization will depend upon, among other things, the regulatory and economic environment, business changes implemented by North Fork management and other factors, certain of which are beyond the control of North Fork. A summary and expected range of cost savings follows:
EXPECTED RANGE OF SAVINGS ----------------- ($ in millions) Compensation................................................. $4.5 to $ 6.0 Occupancy and Equipment...................................... $0.9 to $ 1.5 Other Operating Expense...................................... $2.6 to $ 3.5 ------------- Total Savings................................................ $8.0 to $11.0
In addition, North Fork believes, based on its previous experience in acquiring savings banks and branches of savings banks, that revenue enhancement opportunities exist with the offering of commercial bank products to North Side's customers and the communities North Side serves. These products include but are not limited to a variety of demand deposit accounts, discount brokerage, investment management and trust services, cash management, annuity and mutual fund products and commercial and installment loans to small and midsize businesses. Management of North Fork estimates that annual revenue enhancements resulting from the Merger could approximate $11 million, on a pre-tax basis. The amounts and realization of any additional revenues will depend upon a number of factors including, but not limited to, competition, the economic environment and regulatory requirements, which are all beyond the control of North Fork. Based on the above-described estimated cost savings and revenue enhancements which could be realized in connection with the Merger, North Fork believes that the Merger will be accretive to earnings per share in 1997 by approximately $.28 per share relative to consensus Wall Street analyst estimates (made prior to 7 9 announcement of the proposed Merger) as compiled by Zacks Investment Research, a public supplier of such information, of $2.96 per share, exclusive of the one-time merger and restructuring charge expected to be incurred in connection with the Merger. The table below sets forth in more detail North Fork's estimated 1997 earnings per share.
AFTER TAX OUTSTANDING EARNINGS* SHARES EPS ---------- ----------- ----- (in thousands, except earnings per share amounts) North Fork................................................... $ 72,100 24,314 $2.96 North Side................................................... $ 20,100 -- -- Pro Forma Combined........................................... $ 92,200 32,358 $2.85 Estimated Cost Savings....................................... $ 5,900 Pro Forma Combined with Cost Savings......................... $ 98,100 32,358 $3.03 Estimated Revenue Enhancements Increase in Non-Interest Income.............................. $ 1,730 $0.05 Demand Deposit Generation.................................... $ 1,270 $0.04 Additional Margin for Loan Growth............................ $ 3,600 $0.12 (average of $300 million) Pro Forma with Revenue Growth................................ $ 104,700 32,358 $3.24
- --------------- * Assumes an effective tax rate of 40%. A nonrecurring merger and restructuring charge ranging from $13.3 million to $16.7 million, net of tax, will be incurred upon consummation of the Merger. For additional information concerning such charge, see the notes to the "PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." For additional factors that could cause actual results to differ materially from the estimates described above, see the additional disclosure contained in "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." Additional information concerning the Merger is contained in this Prospectus and included in documents incorporated by reference herein. See "PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." CONDITIONS TO THE MERGER Consummation of the Merger is subject to various conditions, including receipt of the approvals of North Fork's and North Side's shareholders and all necessary regulatory approvals and the expiration of any waiting periods in respect thereof. On November 18, 1996, the shareholders of each of North Fork and North Side approved the Merger. Consummation of the Merger is also subject to receipt of opinions of counsel regarding certain tax aspects of the Merger, receipt of a letter from North Fork's independent auditors that the Merger qualifies for pooling of interests accounting treatment and satisfaction of other customary closing conditions. No assurance can be provided as to whether, or when, the regulatory approvals necessary to consummate the Merger will be obtained or whether all other conditions precedent to the Merger will be satisfied or waived by the party permitted to do so. The sale of the shares offered hereby will occur prior to the closing of the Merger and it is not a condition of such sale that all of the conditions to the Merger shall have been satisfied or waived prior to such sale. In the event that all of the conditions to the Merger are not satisfied or waived, the Merger will not be completed. 8 10 PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) The following statements set forth certain selected condensed financial information for North Fork and North Side on an unaudited pro forma combined basis giving effect to the Merger as if the Merger had become effective on September 30, 1996, in the case of the balance sheet information presented, and as if the Merger had become effective at the beginning of the periods indicated, in the case of the income statement information presented. The pro forma information in the statements assumes that the Merger is accounted for using the pooling of interests method of accounting. Financial information for the nine months ended September 30, 1996 and 1995 combine North Fork and North Side with North Side's interim results presented to coincide with the reporting period of North Fork. These statements should be read in conjunction with, and are qualified in their entirety by, the historical financial statements, including the notes thereto, of North Fork and North Side incorporated by reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." The pro forma condensed combined financial statements do not give effect to the anticipated cost savings and revenue enhancement opportunities that could result from the Merger (see "THE MERGER -- Operations Following the Merger"), and do not purport to be indicative of the combined financial position or results of operations of future periods or indicative of the results that would have occurred had the Merger been consummated on September 30, 1996 or at the beginning of the periods indicated. 9 11 NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED) SEPTEMBER 30, 1996 (Dollars in thousands)
PRO FORMA NORTH FORK NORTH FORK NORTH SIDE ADJUSTMENTS PRO FORMA ---------- ---------- ------------ ---------- (in thousands, except per share amounts) ASSETS Cash and Due from Banks........................ $ 125,803 $ 12,778 $ 138,581 Money Market Investments....................... -- 17,142 17,142 Securities: Available-for-Sale........................... 1,060,885 347,374 6,894(2)(3) 1,415,153 Held-to-Maturity............................. 369,853 660,867 1,030,720 ---------- ---------- -------- ---------- Total Securities............................. 1,430,738 1,008,241 6,894 2,445,873 ---------- ---------- -------- ---------- Loans, net of Unearned Income and Fees......... 2,399,617 569,230 2,968,847 Allowance for Loan Losses.................... 48,912 5,786 54,698 ---------- ---------- -------- ---------- Net Loans.................................... 2,350,705 563,444 -- 2,914,149 ---------- ---------- -------- ---------- Premises and Equipment, Net.................... 53,417 14,528 67,945 Intangibles.................................... 83,458 1,079 84,537 Other Real Estate.............................. 1,346 2,405 3,751 Other Assets................................... 53,052 19,465 6,824(2)(5)(6) 79,341 ---------- ---------- -------- ---------- Total Assets......................... $4,098,519 $1,639,082 $ 13,718 $5,751,319 ========== ========== ======== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Non-Interest Bearing Deposits.................. $ 644,710 $ 40,459 $ 685,169 Interest Bearing Deposits...................... 2,593,659 1,171,774 3,765,433 ---------- ---------- -------- ---------- Total Deposits............................... 3,238,369 1,212,233 -- 4,450,602 ---------- ---------- -------- ---------- Other Borrowings............................... 474,807 286,000 760,807 Senior Note Payable............................ 25,000 -- 25,000 Accrued Expenses and Other Liabilities......... 46,678 13,319 22,000(5) 81,997 ---------- ---------- -------- ---------- Total Liabilities.................... 3,784,854 1,511,552 22,000 5,318,406 ---------- ---------- -------- ---------- STOCKHOLDERS' EQUITY Preferred Stock................................ -- -- -- Common Stock................................... 62,621 4,854 13,089(2) 80,564 Additional Paid in Capital..................... 105,198 87,914 (17,725)(2)(3) 175,387 Retained Earnings.............................. 175,001 37,136 (16,960)(5)(6) 195,177 Unrealized Losses on Securities Available-for-Sale, net of taxes............. (5,333) (1,941) (1,791)(2) (9,065) Deferred Compensation.......................... (1,702) (433) 433(6) (1,702) Treasury Stock................................. (22,120) -- 14,672(3) (7,448) ---------- ---------- -------- ---------- Total Stockholders' Equity........... 313,665 127,530 (8,282) 432,913 ---------- ---------- -------- ---------- Total Liabilities and Stockholders' Equity............................. $4,098,519 $1,639,082 $ 13,718 $5,751,319 ========== ========== ======== ==========
NORTH FORK NORTH FORK PRO FORMA ---------- ---------- SELECTED CAPITAL RATIOS Tier 1 Capital Ratio........................... 10.13% 11.64% Risk Adjusted Capital Ratio.................... 11.39% 12.79% Leverage Ratio................................. 5.86% 6.26%
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." 10 12 NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (in thousands, except per share amounts)
NORTH FORK NORTH FORK(7) NORTH SIDE(1) PRO FORMA -------------- ------------- ---------- Interest Income............................................... $216,248 $ 83,642 $299,890 Interest Expense.............................................. 85,564 45,195 130,759 -------- ------- -------- Net Interest Income......................................... 130,684 38,447 169,131 Provision for Loan Losses..................................... 4,500 600 5,100 -------- ------- -------- Net Interest Income after Provision for Loan Losses......... 126,184 37,847 164,031 Non-Interest Income........................................... 20,583 1,610 22,193 Net Security Gains............................................ 2,428 540 2,968 Other Real Estate Expense..................................... 1,052 (177) 875 Non-Interest Expense.......................................... 65,132 16,865 81,997 SAIF Recapitalization Charge(8)............................... 8,350 -- 8,350 -------- ------- -------- Income before Income Taxes.................................. 74,661 23,309 97,970 Provision for Income Taxes.................................... 29,825 9,792 39,617 -------- ------- -------- Net Income(8)............................................... $ 44,836 $ 13,517 $ 58,353 ======== ======= ======== Pro Forma Weighted Average Shares Outstanding(4).............. 24,759 5,001 32,541 Earnings Per Share(8)......................................... $1.81 $2.70 $1.79
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1995 FOR NORTH FORK AND SEPTEMBER 30, 1995 FOR NORTH SIDE (in thousands, except per share amounts)
NORTH FORK NORTH FORK(7) NORTH SIDE PRO FORMA -------------- ------------- ---------- Interest Income............................................... $226,398 $ 105,775 $332,173 Interest Expense.............................................. 85,162 55,230 140,392 -------- -------- -------- Net Interest Income......................................... 141,236 50,545 191,781 Provision for Loan Losses..................................... 9,000 2,825 11,825 -------- -------- -------- Net Interest Income after Provision for Loan Losses......... 132,236 47,720 179,956 Non-Interest Income........................................... 20,942 2,461 23,403 Net Security Gains............................................ 6,379 355 6,734 Other Real Estate Expense..................................... 255 1,000 1,255 Non-Interest Expense.......................................... 68,588 23,058 91,646 -------- -------- -------- Income before Income Taxes.................................. 90,714 26,478 117,192 Provision for Income Taxes.................................... 38,479 11,371 49,850 -------- -------- -------- Net Income.................................................. $ 52,235 $ 15,107 $ 67,342 ======== ======== ======== Pro Forma Weighted Average Shares Outstanding(4).............. 24,554 4,785 31,999 Earnings Per Share............................................ $2.13 $3.15 $2.10
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." 11 13 NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1994 FOR NORTH FORK AND SEPTEMBER 30, 1994 FOR NORTH SIDE (in thousands, except per share amounts)
NORTH FORK NORTH FORK NORTH SIDE PRO FORMA -------------- ------------- ---------- Interest Income............................................... $203,733 $ 90,931 $294,664 Interest Expense.............................................. 71,227 41,349 112,576 ------- ------ ------- Net Interest Income......................................... 132,506 49,582 182,088 Provision for Loan Losses..................................... 3,275 3,550 6,825 ------- ------ ------- Net Interest Income after Provision for Loan Losses......... 129,231 46,032 175,263 Non-Interest Income........................................... 19,020 2,928 21,948 Net Security Losses........................................... (9,211) -- (9,211) Other Real Estate Expense..................................... 3,651 1,278 4,929 Merger and Related Restructure Charges........................ 14,338 -- 14,338 Non-Interest Expense.......................................... 74,453 24,739 99,192 ------- ------ ------- Income before Income Taxes.................................. 46,598 22,943 69,541 Provision for Income Taxes.................................... 16,926 9,576 26,502 ------- ------ ------- Net Income.................................................. $ 29,672 $ 13,367 $ 43,039 ======= ====== ======= Pro Forma Weighted Average Shares Outstanding(4).............. 23,763 4,751 31,156 Earnings Per Share............................................ $1.25 $2.82 $1.38
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." NORTH FORK BANCORPORATION, INC. -- NORTH SIDE SAVINGS BANK PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1993 FOR NORTH FORK AND SEPTEMBER 30, 1993 FOR NORTH SIDE (in thousands, except per share amounts)
NORTH FORK NORTH FORK NORTH SIDE PRO FORMA -------------- ------------- ---------- Interest Income............................................... $191,630 $ 97,415 $289,045 Interest Expense.............................................. 73,169 43,984 117,153 ------- ------ ------- Net Interest Income......................................... 118,461 53,431 171,892 Provision for Loan Losses..................................... 10,300 16,308 26,608 ------- ------ ------- Net Interest Income after Provision for Loan Losses......... 108,161 37,123 145,284 Non-Interest Income........................................... 18,938 2,930 21,868 Net Security Gains/(Losses)................................... 1,457 (136) 1,321 Other Real Estate Expense..................................... 13,971 11,275 25,246 Net Loss on Disposition of Assets............................. -- 11,063 11,063 Non-Interest Expense.......................................... 71,962 37,320 109,282 ------- ------ ------- Income/(Loss) before Income Taxes........................... 42,623 (19,741) 22,882 Provision/(Benefit) for Income Taxes.......................... 16,976 (3,961) 13,015 ------- ------ ------- Income/(Loss) before Cumulative Effect of Accounting Changes.................................................. 25,647 (15,780) 9,867 ------- ------ ------- Pro Forma Weighted Average Shares Outstanding(4).............. 23,242 4,705 30,563 Earnings/(Loss) Per Share before Cumulative Effect of Accounting Changes.......................................... $1.10 $(3.35) $0.32
See "NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." 12 14 NORTH FORK BANCORPORATION, INC. AND NORTH SIDE SAVINGS BANK NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) (1) The pro forma financial information presented has been prepared in conformity with generally accepted accounting principles and prevailing practices within the financial services industry. Under generally accepted accounting principals ("GAAP") the assets and liabilities of North Side will be combined with those of North Fork at book value. In addition, the statements of income for North Side will be combined with North Fork as of the earliest period presented. Certain reclassifications have been included in the pro forma financial statements to conform to North Fork's presentation. North Fork utilizes a fiscal year which ends on December 31 for reporting purposes, whereas North Side uses a fiscal year which ends on September 30 for such purposes. The unaudited condensed combined statements of income for 1995, 1994, and 1993 combine North Fork and North Side at their respective year-end periods. The unaudited condensed combined statement of income for the nine-month periods ended September 30, 1996 and 1995 include North Side for the nine months then ended to conform with the reporting periods of North Fork. Summary unaudited operating results for North Side in the three-months ended December 31, 1995 and 1994, have not been included in the unaudited pro forma condensed combined financial statements and are presented in the following table.
THREE MONTHS ENDED DECEMBER 31, ------------------- 1995 1994 ------- ------- (UNAUDITED) Interest Income........................................ $27,600 $25,234 Interest Expense....................................... 15,105 12,366 Net interest income.................................... 12,495 12,868 Net income............................................. 5,834 3,594 Earnings per share..................................... $ 1.22 $ .75
(2) Pro forma adjustments to common stock and additional paid-in capital, at September 30, 1996, reflect the Merger accounted for as a pooling-of-interests, through: the exchange of 7,177,350 shares of Common Stock at September 30, 1996 (using the Exchange Ratio of 1.556) for 4,612,693 actual outstanding shares of North Side (which excludes 241,000 shares of North Side Common Stock held by North Fork at an average per share cost of $35.21 as of such date, which are assumed to be retired at cost for combining purposes). (3) Pro forma adjustments to common stock, additional paid-in-capital and securities available-for-sale reflect the reissuance of 600,000 shares of Common Stock held in treasury by North Fork, with an average cost basis of $24.45, at $30.87 per share (which represents the estimated net proceeds per share of Common Stock in the offering based on an offering price of $32.38). See "MARKET PRICES AND DIVIDEND INFORMATION." The transaction proceeds are assumed to be reinvested in securities available-for-sale. (4) The pro forma weighted average shares outstanding for nine months ended September 30, 1996, and for each of the combined three-year periods, reflects the Exchange Ratio of 1.556 shares of Common Stock for each share of North Side Common Stock. 13 15 (5) The pro forma condensed combined balance sheet reflects a nonrecurring merger and restructuring charge of approximately $16.7 million, net of taxes, which will be recognized upon consummation of the transaction. Such charge will reduce earnings per share for the period in which such charge is recognized by approximately $.51 per share (based on pro forma weighted average shares outstanding of 32,540,469 on September 30, 1996). A summary of the estimated merger and restructuring charges follows:
TYPE OF COST EXPECTED RANGE OF COSTS ----------------------------------------------------------- ------------------- (DOLLARS IN MILLIONS) Merger Expense............................................. $ 4.0 to $ 5.0 Restructuring Charge: Severance and Other Employee Expense....................... 6.0 to 8.0 Facility and System Costs.................................. 5.0 to 6.0 Credit Cost and Other...................................... 2.0 to 3.0 ------------------- Total pre-tax Merger and Restructuring Charge.............. 17.0 to 22.0 Less: Tax Effect........................................... 3.9 to 5.3 ------------------- Total after-tax Merger and Restructuring Charge............ $13.1 to $16.7 ===================
The effect of the proposed charge has been reflected in the pro forma condensed combined balance sheet as of September 30, 1996; however, since this charge is nonrecurring, it has not been reflected in the pro forma combined statements of income. Although no assurance can be given, North Fork expects that cost savings will be achieved at an annual rate of $8.0 to $11.0 million, on a pre-tax basis, by the end of the first quarter of 1997 as a result of steps to be taken to integrate their operations and to achieve efficiencies in certain combined lines of business. These anticipated merger cost savings were determined based upon preliminary estimates provided by the management of both North Fork and North Side. Refinements to the foregoing estimates may occur as the merger and integration task force formed by North Fork and North Side complete their work. The pro forma financial information does not give effect to these expected cost savings, nor does it include any estimates of revenue enhancements that could be realized with the Merger. See "THE MERGER -- Operations Following the Merger." (6) The pro forma condensed combined balance sheet reflects the elimination of the unearned portion of North Side's incentive compensation plan. (7) In March 1996, North Fork completed its purchases of the domestic commercial banking business of Extebank and the ten Long Island banking branches of First Nationwide Bank. As a result of these acquisitions, North Fork added approximately $200 million in net loans and $920 million in deposit liabilities. The intangibles created in the aforementioned transactions aggregated approximately $60 million. The results of operations from these purchases are included in the historical statements of operations of North Fork for all periods subsequent to the respective acquisition dates. The net income and earnings per share assuming these acquisitions occurred on January 1, 1995 would not be materially different from the amounts reflected herein. Reference is made to North Fork's Current Report on Form 8-K dated March 15, 1996 and Form 10-Q for the Quarter ended September 30, 1996, previously filed with the SEC and incorporated by reference in this Prospectus that contain additional information regarding these transactions. (8) North Fork's net income and pro forma net income for the nine months ended September 30, 1996, excluding the nonrecurring SAIF recapitalization charge, would have been approximately $49.8 million, or $2.01 per share, and $63.4 million, or $1.95 per share, respectively. (9) North Fork is currently reviewing the investment securities portfolios of North Side to determine the classification of such securities as either available-for-sale or held-to-maturity in connection with North Fork's existing interest-rate risk position. As a result of this review, certain reclassifications of North Side's investment securities may result. No adjustments have been made to either the available-for-sale or the held-to-maturity portfolios in the accompanying pro forma combined balance sheet to reflect any 14 16 such reclassification as management has not made a final determination with respect to such matters. Any such reclassification will be accounted for in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which requires that securities transferred from held-to-maturity to available-for-sale be transferred at fair value with any unrealized gain or loss, net of taxes, at the date of transfer recognized as a separate component of stockholders' equity. 15 17 USE OF PROCEEDS North Fork will use the net proceeds from the sale of the Common Stock offered hereby (which is estimated to be $18,500,000, based on an assumed offering price of $32.38 per share) for general corporate purposes, which may include investments in, or extensions of credit to, its subsidiaries. Pending such use, the net proceeds may be temporarily invested in equity securities and short-term income-producing securities. The precise amounts and timing of the application of proceeds will depend upon the funding requirements of North Fork and its subsidiaries and the availability of other funds. MARKET PRICES AND DIVIDEND INFORMATION The Common Stock is listed on the NYSE under the symbol "NFB". The following table sets forth, for the calendar periods indicated, the high and low sale prices per share for the Common Stock as reported on the NYSE and the quarterly cash dividends declared by North Fork, for the periods indicated.
HIGH LOW DIVIDENDS ------ ------ --------- 1994 Quarter ended March 31................................ $15.13 $12.75 $.075 Quarter ended June 30................................. 15.88 13.25 .075 Quarter ended September 30............................ 16.63 13.50 .100 Quarter ended December 31............................. 16.00 13.50 .100 1995 Quarter ended March 31................................ $16.50 $13.63 $.125 Quarter ended June 30................................. 18.38 16.00 .125 Quarter ended September 30............................ 20.75 17.75 .150 Quarter ended December 31............................. 25.25 20.75 .150 1996 Quarter ended March 31................................ $25.88 $23.25 $.200 Quarter ended June 30................................. 26.13 22.88 .200 Quarter ended September 30, 1996...................... 32.00 26.13 .200 Fourth Quarter (through November 20, 1996)............ 33.75 30.88 --
A recently reported sale price of the Common Stock is set forth on the cover page of this Prospectus. 16 18 CAPITALIZATION The following table sets forth the consolidated capitalization of North Fork at September 30, 1996, and as adjusted to give effect to this offering and the Merger, based on an assumed offering price of $32.38 per share and the other assumptions set forth in the notes to the "PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." This table is based on, and is qualified in its entirety by, the historical consolidated financial statements of North Fork and North Side, including the related notes thereto, which are included in documents incorporated by reference herein, and should be read in conjunction therewith.
AS ADJUSTED HISTORICAL FOR THE OFFERING NORTH FORK AND THE MERGER ---------- ---------------- (DOLLARS IN THOUSANDS) Senior Note Payable........................................ $ 25,000 $ 25,000 Long-term Advances......................................... 10,000 170,000 ---------- ---------------- Total Long Term Borrowings....................... 35,000 195,000 ======== =========== Shareholders' equity: Preferred stock, $1.00 par value; authorized 10,000,000 shares, none issued................................... -- -- Common stock, $2.50 par value, authorized 50,000,000 shares; issued 25,048,374 shares (32,225,724 as adjusted)............................................. 62,621 80,564 Additional paid in capital................................. 105,198 175,387 Retained earnings.......................................... 175,001 195,177 Unrealized Losses on Securities Available-for-Sale, net of taxes......................... (5,333) (9,065) Deferred Compensation...................................... (1,702) (1,702) Treasury Stock at cost; 904,622 shares (304,622 shares as adjusted)............................. (22,120) (7,448) ---------- ---------------- Total Stockholders' Equity....................... $313,665 $432,913 ======== ===========
For additional information relating to the pro forma adjustments contained herein. See the notes accompanying the "PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)." UNDERWRITING Subject to the terms and conditions of an Underwriting Agreement among North Fork and Keefe, Bruyette & Woods, Inc. (the "Underwriter" or "KBW"), the Underwriter has agreed to purchase from North Fork all of the shares of Common Stock offered hereby. Pursuant to the terms of the Underwriting Agreement, the Underwriter will acquire the shares from North Fork at the public offering price set forth on the cover page hereof less the underwriting discounts and commissions set forth on the cover page. The Underwriter has advised the Company that it proposes initially to offer the shares to the public at the initial price set forth on the cover page hereof, and to certain dealers at the public offering price less a dealers' concession not in excess of $ per share. The Underwriter may allow, and such dealers may, reallow, a discount not in excess of $ per share to other dealers. After the initial public offering, the public offering price and other terms may be varied by the Underwriter. The nature of the obligations of the Underwriter is such that if any of the shares offered hereby are purchased, all of such shares must be purchased. North Fork has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the Underwriter may be required to make in respect thereof. 17 19 In connection with the Merger, KBW rendered an opinion to the North Fork Board dated October 4, 1996 that, as of the date of such opinion, the consideration to be paid by North Fork to North Side's shareholders pursuant to the Merger Agreement was fair, from a financial point of view, to North Fork's shareholders. Pursuant to the terms of KBW's engagement, North Fork has agreed to pay a financial advisory fee to KBW for its services in connection with the Merger. Specifically, North Fork has agreed to pay KBW (a) an initial fee of $25,000 following execution of the engagement letter, (b) a fee of $100,000 upon the mailing of the Joint Proxy Statement/Prospectus, and (c) a contingent fee of $125,000 upon the closing of the Merger. North Fork has also agreed to reimburse KBW for its reasonable out-of-pocket expenses, including the fees and expenses of legal counsel and any other advisor retained by KBW. North Fork has also agreed to indemnify KBW, its affiliates, and their respective partners, directors, officers, agents, consultants, employees and controlling persons against certain liabilities, including liabilities under the Federal securities laws. LEGAL MATTERS The validity of the shares of North Fork Common Stock being offered hereby, as well as certain other matters, will be passed upon for North Fork by Skadden, Arps, Slate, Meagher, & Flom LLP. Certain legal matters will be passed upon for the Underwriter by Brown & Wood LLP. EXPERTS The consolidated financial statements of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1995 and 1994 and for each of the years in the three year period ended December 31, 1995, included in North Fork's 1995 Form 10-K incorporated by reference into this Prospectus, have been incorporated by reference herein and in the Registration Statement of which this Prospectus is a part in reliance upon the report of KPMG Peat Marwick LLP, independent auditors, included in North Fork's 1995 Form 10-K and incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of North Side Savings Bank and subsidiaries as of September 30, 1995 and 1994 and for each of the years in the three-year period ended September 30, 1995, included in North Fork's Current Report on Form 8-K dated September 12, 1996 incorporated by reference into this Prospectus have been incorporated by reference herein and in the Registration Statement of which the Prospectus is a part in reliance upon the report of KPMG Peat Marwick LLP, independent auditors, included in North Fork's Current Report on Form 8-K dated September 12, 1996 and incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 18 20 - ------------------------------------------------------ - ------------------------------------------------------ NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NORTH FORK OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NORTH FORK SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ------------------ TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents by Reference........................... 3 North Fork............................ 4 Selected Historical Financial Information......................... 5 The Merger............................ 7 Pro Forma Condensed Combined Financial Statements (Unaudited).............. 9 Use of Proceeds....................... 16 Market Prices and Dividend Information......................... 16 Capitalization........................ 17 Underwriting.......................... 17 Legal Matters......................... 18 Experts............................... 18
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ NOVEMBER , 1996 600,000 SHARES NORTH FORK BANCORPORATION, INC. COMMON STOCK ------------------------ PROSPECTUS ------------------------ KEEFE, BRUYETTE & WOODS, INC. ------------------------------------------------------ ------------------------------------------------------ 21 PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are set forth in the following table. Securities and Exchange Commission fee.................................. $ 6,336 Printing and engraving expenses......................................... 35,000 Accountants' fees and expenses.......................................... 50,000 Legal fees and expenses................................................. 95,000 Blue Sky fees and expenses.............................................. 2,500 Transfer Agent fees and expenses........................................ 2,500 Miscellaneous........................................................... 50,000 --------- Total......................................................... $241,336 =========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporate Law (the "DGCL") generally provides that a corporation may indemnify directors, officers, employees or agents against liabilities they may incur in such capacities provided certain standards are met, including good faith and the reasonable belief that the particular action was in, or not opposed to, the best interests of the corporation. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Section 145 of the DGCL further provides that, among other things, to the extent that a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that a corporation is empowered to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify against such liability under Section 145. II-1 22 Indemnification as described above shall be granted in a specific case only upon a determination that indemnification is proper under the circumstances using the applicable standard of conduct which is made by (a) a majority of directors who were not parties to such proceeding, (b) independent legal counsel in a written opinion if there are no such disinterested directors or if such disinterested directors so direct, or (c) the shareholders. Article 8.1 of the By-laws of the Registrant provides that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant against expenses (including attorneys' fees), judgments, fines and settlement payments actually and reasonably incurred by him or her to the fullest extent permitted by the DGCL and any other applicable law, as may be in effect from time to time. Article 8.2 of the By-laws of the Registrant provides that the Registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Registrant or is serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her to the extent permitted by the DGCL, and any other applicable law as may be in effect from time to time. Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the certificate of incorporation of a corporation to provide that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (dealing with unlawful dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. Article 10 of the Registrant's Certificate of Incorporation provides that, subject only to the express prohibitions on elimination or limitation of liability of directors set forth in Section 102(b)(7), as it now exists or may be hereinafter amended, directors shall not be liable for monetary damages in excess of $25,000 per occurrence resulting from a breach of their fiduciary duties. The Registrant maintains a director and officer liability insurance policies 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 these policies is $15,000,000 per occurrence and $15,000,000 in the aggregate for all insured losses per year. The policies contain various reporting requirements and exclusions. Section 8(k) of the Federal Deposit Insurance Act (the "FDI Act") provides that the Federal Deposit Insurance Corporation (the "FDIC") may prohibit or limit, by regulation or order, payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution, or others who are or were "institution-affiliated parties," as defined under the FDI Act, in order to pay or reimburse such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order against the person. The FDIC recently adopted regulations prohibiting, subject to certain exceptions, insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees for any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee. II-2 23 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT, SCHEDULES. (a) EXHIBITS. 1.1 -- Form of Underwriting Agreement. 2.1 -- Agreement and Plan of Merger, dated as of July 15, 1996, as amended, by and among North Fork Bancorporation, Inc., North Fork Bank and North Side Savings Bank, previously filed as an exhibit to North Fork Bancorporation, Inc.'s Current Report on Form 8-K dated July 15, 1996. 4.1 -- Certificate of Incorporation of the Registrant, as amended, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Registration Statement on Form S-3 (File No. 33-42294) filed August 16, 1991. 4.2 -- By-laws of the Registrant, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993. 4.3 -- Rights Agreement, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Registration Statement on Form 8-A filed March 21, 1989. 5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 -- Consent of KPMG Peat Marwick LLP, New York, New York. 23.2 -- Consent of KPMG Peat Marwick LLP, New York, New York. 23.3 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1 hereto). 24.1 -- Powers of Attorney (see the signature page to this Form S-3 Registration Statement).
- --------------- ITEM 17. UNDERTAKINGS. (a) 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 registrants 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. (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. II-3 24 (c) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. II-4 25 SIGNATURES 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Melville, State of New York on November 22, 1996. 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 Registration Statement has been signed by the following persons in the capacities and on November 22, 1996. We, the undersigned officers and directors of North Fork Bancorporation, Inc. hereby severally and individually constitute and appoint Daniel M. Healy, the true and lawful attorney and agent (with full power of substitution and resubstitution in each case) of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement of Form S-3 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, said attorney and agent to have power to act and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person and we hereby ratify and confirm our signatures as they may be signed by our said attorney and agent to any and all such amendments and instruments.
NAME TITLE - ------------------------------------------ ------------------------------------------------- President, Chief Executive Officer and * Chairman of the Board - ------------------------------------------ John A. Kansas Executive Vice President and Chief Financial * Officer - ------------------------------------------ (Principal Financial and Accounting Officer) Daniel M. Healy Director and Vice Chairman of the Board * - ------------------------------------------ John Bohlsen Director * - ------------------------------------------ Allan C. Dickerson Director - ------------------------------------------ Lloyd A. Gerard
II-5 26
NAME TITLE - ------------------------------------------ ------------------------------------------------- * - ------------------------------------------ Director James F. Reeve - ------------------------------------------ Director James H. Rich, Jr. * - ------------------------------------------ Director George H. Rowson - ------------------------------------------ Director Kurt R. Schmeller - ------------------------------------------ Director Raymont W. Terry, Jr. *By: /s/ Daniel M. Healy - ------------------------------------------ (Daniel M. Healy) Attorney-in-fact
II-6 27 EXHIBIT INDEX 1.1 -- Form of Underwriting Agreement. 2.1 -- Agreement and Plan of Merger, dated as of July 15, 1996, as amended, by and among North Fork Bancorporation, Inc., North Fork Bank and North Side Savings Bank., previously filed as an exhibit to North Fork Bancorporation, Inc.'s Current Report on Form 8-K filed July 25, 1996. 4.1 -- Certificate of Incorporation of the Registrant, as amended, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Registration Statement on Form S-3 (File No. 33-42294) filed August 16, 1991. 4.2 -- By-laws of the Registrant, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Annual Report on form 10-K for the year ended December 31, 1993. 4.3 -- Rights Agreement, previously filed and incorporated by reference to North Fork Bancorporation, Inc.'s Registration Statement on Form 8-A filed March 21, 1989. 5.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 -- Consent of KPMG Peat Marwick LLP, New York, New York. 23.2 -- Consent of KPMG Peat Marwick LLP, New York, New York. 23.3 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1 hereto). 24.1 -- Powers of Attorney (see the signature page to this Form S-3 Registration Statement).
EX-1.1 2 FORM OF UNDERWRITING AGREEMENT 1 Exhibit 1.1 DRAFT OF NOVEMBER 21, 1996 600,000 Shares NORTH FORK BANCORPORATION, INC. (a Delaware corporation) Common Stock (Par Value $2.50 Per Share) UNDERWRITING AGREEMENT , 1996 Keefe, Bruyette & Woods, Inc. Two World Trade Center 85th Floor New York, New York 10048 Dear Sirs: North Fork Bancorporation, Inc., a Delaware corporation (the "Company"), confirms its agreement with Keefe, Bruyette & Woods, Inc., (the "Underwriter") with respect to the sale by the Company and the purchase by the Underwriter of 600,000 shares of the Company's common stock, par value $2.50 per share (the "Common Stock"). The aforesaid 600,000 shares of Common Stock are hereinafter referred to as the "Shares". As used herein "you" and "your," unless the context otherwise requires, shall mean Keefe, Bruyette & Woods, Inc. Offerings of Shares will be made through you. The Company will enter into an agreement (the "Pricing Agreement") providing for the sale of such Shares (the "Offered Shares") to, and the purchase and offering thereof by, you. The Pricing Agreement relating to the Offered Shares shall specify the number of Offered Shares which you agree to purchase, the price at which the Offered Shares are to be purchased by you from the Company and the initial public offering price of the Offered Shares. The Pricing Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. The offering of Shares through you will be governed by this Agreement, as supplemented by the Pricing Agreement, and this Agreement and 2 the Pricing Agreement shall inure to the benefit of and be binding upon the Company and you. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-11985), including a related preliminary prospectus for the registration of the Shares under the Securities Act of 1933 (the "Securities Act"), and has prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses, if any, as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. If the registration statement has been declared effective under the Securities Act by the Commission, the Company will promptly file with the Commission the information omitted from the registration statement pursuant to Rule 430A(a) of the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") as part of a prospectus pursuant to Rule 424(b) of the Securities Act Regulations or as part of a post-effective amendment to the registration statement (including an amended prospectus). The registration statement as amended at the time it became or becomes effective (including the documents incorporated by reference therein, and if the Company has omitted information from the registration statement pursuant to Rule 430A(a) of the Securities Act Regulations, the information deemed to be a part of the registration statement at the time it became effective pursuant to Rule 430A(b) of the Securities Act Regulations), as the case may be, is hereinafter called the "Registration Statement," except that, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the Closing Time (as defined below), "Registration Statement" shall refer to such registration statement as so amended. The prospectus on file with the Commission at the time the Registration Statement became or becomes effective (including the documents incorporated by reference therein) is hereinafter called the "Prospectus," except that, if any revised prospectus shall be provided to you by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed with the Commission by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to you for such use. The Company has entered into an Agreement and Plan of Merger, as amended, dated as of July 15, 1996 (the "Merger Agreement"), by and among the Company, North Fork Bank, a wholly owned subsidiary of the Company (the "Bank"), and North Side Savings Bank ("North Side"). Pursuant to the Merger Agreement, subject to the terms and conditions contained therein, North Side will merge (the "Merger") with and into the Bank, with the Bank surviving the Merger as a wholly owned subsidiary of the Company. 2 3 The Company understands that you propose to make a public offering of the Shares as soon as you deem advisable after the execution and delivery of this Agreement upon the terms set forth herein and in the Prospectus. SECTION 1. Representations and Warranties. The Company represents and warrants to you as follows: (a) At the time the Registration Statement became or becomes effective, as the case may be, the Registration Statement complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and at the time the Registration Statement became or becomes effective (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, in which case at the time it is first provided to you for such use), as the case may be, at the Closing Time (as defined below), the Prospectus did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company herein or otherwise in writing by you expressly for use in the Registration Statement or the Prospectus. (b) The documents (including any amendments thereto) incorporated by reference into the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission under the Exchange Act (the "Exchange Act Regulations"), and, when read together and with the other information included in or incorporated by reference in the Prospectus, at the time the Registration Statement became or becomes effective, as the case may be, at the Closing Time did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and there are no contracts or documents of the Company or of any of the 3 4 subsidiaries of the Company (each a "Subsidiary" and collectively the "Subsidiaries") which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations which have not been so filed or incorporated by reference. (c) The accountants who certified the financial statements and supporting schedules of the Company and its consolidated Subsidiaries included or incorporated by reference in the Registration Statement are independent public accountants as required by the Securities Act and the Securities Act Regulations. (d) The financial statements of the Company, including the notes thereto, and supporting schedules included or incorporated by reference in the Prospectus and Registration Statement present fairly the financial position of the Company and its consolidated Subsidiaries as at the dates indicated and the results of their operations for the periods specified and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The pro forma financial statements of the Company and its Subsidiaries and the related notes thereto included and incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with generally accepted accounting principles the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change or event which is reasonably likely to result in a prospective material adverse change in the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) there have been no material transactions entered into by the Company or any of its Subsidiaries other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock (other than regular quarterly dividends). (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and 4 5 authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and to enter into and perform its obligations under this Agreement and the Pricing Agreement; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction, if any, in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect or prospective material adverse effect on the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise; and the Company is duly registered as bank holding company under the Bank Holding Company Act of 1956, as amended. (g) Each subsidiary of the Company has been duly incorporated and is validly existing either as a New York State chartered stock bank, or as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction, if any, in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect or prospective material adverse effect on the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise; except as previously disclosed to you in writing (which writing shall be deemed to constitute part of this representation) all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable, and is owned by the Company, directly or through another Subsidiary, free and clear of any mortgage, pledge, lien, encumbrance or claim whatsoever. (h) The Company is not aware of any facts or circumstances other than the satisfaction of conditions to the consummation of the Merger which have occurred or may occur which could prevent the consummation of the Merger or which lead the Company to believe that the consummation is not reasonably likely to occur. There are no material disagreements between the parties to the Merger Agreement regarding the terms of the Merger Agreement or the interpretation thereof. (i) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" as of the date specified therein (except for subsequent issuances, if any, pursuant to reservations, agreements or employee stock option plans); the shares of issued and outstanding Common Stock set forth 5 6 therein have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights; the Common Stock conforms to all statements relating thereto contained in the Prospectus and the Shares, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable. (j) Neither the Company nor any of its Subsidiaries is in violation of its articles of incorporation or by laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, the effect of which in the aggregate would result in a material adverse change or prospective material adverse change in the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise; the execution, delivery and performance of this Agreement, the Pricing Agreement and the consummation of the transactions herein and therein contemplated and the compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, except as would not have a material adverse effect on the Company and its Subsidiaries considered as one enterprise; nor will such action result in any violation on the part of the Company or any of its Subsidiaries of any applicable law, administrative regulation or administrative or court decree that would have a material adverse effect on the Company and its Subsidiaries considered as one enterprise, or of the provisions of the articles of incorporation, bylaws or other corresponding organizational documents of the Company or any of its Subsidiaries. (k) No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent which might be expected to result in a material adverse change or prospective material adverse change in the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise. 6 7 (l) Except as otherwise described in the Registration Statement, there is no action, suit or proceeding before or by any court or governmental agency or body now pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or North Side or any of its subsidiaries, which is required to be disclosed in the Registration Statement or which is reasonably anticipated to result in any material adverse change or prospective material adverse change in the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise, or is reasonably anticipated to materially and adversely affect the properties or assets thereof, taken as a whole, or is reasonably anticipated to materially and adversely affect the consummation of this Agreement or the Pricing Agreement; all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their property is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, considered in the aggregate, are not reasonably anticipated to have a material adverse effect on the Company and its Subsidiaries considered as one enterprise. (m) The Company and its Subsidiaries possess adequate certificates, authorities or permits issued by the appropriate State or Federal regulatory agencies or bodies necessary to conduct any material businesses now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit, except where, as to such possession or proceedings, the failure to have any such certificate, authority or permit would not have a material adverse effect or prospective material adverse effect on the business, financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise. (n) No authorization, approval or consent of any court or governmental authority or agency is required to be obtained by the Company or its Subsidiaries in connection with the offering, issuance or sale of the Shares hereunder or the consummation by the Company of any of the other transactions contemplated hereby, except such as may be required under the Securities Act, the Securities Act Regulations or state securities laws. (o) This Agreement has been, and prior to the Closing Date the Pricing Agreement will have been, duly executed and delivered by the Company. (p) The Company and the Subsidiaries have good and marketable title to, or valid and enforceable leasehold 7 8 estates in, all items of real and personal property which are stated in the Registration Statement and Prospectus to be owned or leased by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, other than those the aggregate amount of which are referred to in the Registration Statement and the Prospectus or which would not have a material adverse effect on the business, financial condition or earnings of the Company and the Subsidiaries considered as one enterprise. (q) The Company and each Subsidiary have filed all Federal, state, local and foreign tax returns which are required to be filed by any of them or have requested extensions thereof and have paid all taxes shown on such returns and all assessments received by any of them to the extent that the same have become due, except where the failure to file such returns or pay such taxes could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries considered as one enterprise. (r) The Company has not been advised by North Side or otherwise been made aware of any change or event having the effects described by Section 6.11 of the Merger Agreement. SECTION 2. Sale and Delivery to You; Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to you and you agree to purchase from the Company, at the price per share set forth in the Pricing Agreement, the Shares. (i) If the Company has elected not to rely upon Rule 430A of the Securities Act Regulations, the initial public offering price and the purchase price per share to be paid by you for the Shares have each been determined as set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (ii) If the Company has elected to rely upon Rule 430A of the Securities Act Regulations, the purchase price per share to be paid by you for the Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement between you and the Company. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between you and the Company. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been 8 9 agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and you. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the offices of Brown & Wood, One World Trade Center, New York, New York or at such other place as shall be agreed upon by you and the Company, at 9:00 a.m., local time in New York on the third business day following the date of the Pricing Agreement, or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Company by wire transfer or by certified or official bank check or checks drawn in New York Clearing House funds or similar next day funds (unless the Company requests payment in same day funds, in which case the Company shall pay you for any costs associated with settlement in same day funds) payable to the order of the Company, against delivery to you in New York City of certificates for the Shares to be purchased by it. The certificates for the Shares shall be in such denominations and registered in such names as you may request in writing at least two full business days before Closing Time. The certificates for the Shares will be made available for examination and packaging by you in New York City not later than 2:00 p.m., local time in New York City, on the last business day prior to Closing Time. SECTION 3. Covenants of the Company. The Company covenants with you as follows: (a) If the Company omitted information from the registration statement relating to the Shares at the time it was originally declared effective in reliance upon Rule 430A(a) of the Securities Act Regulations, the Company shall provide evidence satisfactory to you and your counsel that the Prospectus contains such information and has been filed with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) or as part of a post-effective amendment to such registration statement as originally declared effective which has been declared effective by the Commission. The Company will notify you immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment) and, if Rule 430A of the Securities Act Regulations is being relied upon, of the filing of the Prospectus pursuant to Rule 430A, (ii) of the receipt of any 9 10 comments from the Commission, (iii) of any request by the Commission for any amendment to such Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Company will give you notice of its intention to prepare or file any amendment to the Registration Statement relating to the Shares (including any post-effective amendment) or any amendment or supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus and including any revised prospectus which the Company proposes for use by you in connection with the offering of the Shares which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations), will furnish you with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which you or your counsel shall reasonably object. (c) The Company will deliver to you as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and including documents incorporated by reference into the Prospectus, but without exhibits to such incorporated documents) and such number of conformed copies of the registration statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) as you may reasonably request. (d) The Company will furnish to you, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, such number of copies of the Prospectus (as amended or supplemented, if applicable) as you may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder. (e) After the Closing Time and for so long as the Prospectus is required to be delivered under the Securities Act or the Exchange Act, if any event shall occur as a result 10 11 of which it is necessary, in the reasonable opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company will forthwith amend or supplement the Prospectus (in form and substance reasonably satisfactory to your counsel) so that, as so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, and the Company will furnish to you a reasonable number of copies of such amendment or supplement. (f) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective. (g) The Company will use its reasonable efforts, in cooperation with you and your counsel, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may reasonably designate provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or taxation or be required to qualify to do business as a foreign corporation where it is not now so qualified. The Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for as long as may be required for the distribution of the Shares. (h) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement, which need not be audited (in form complying with the provisions of Rule 158 of the Securities Act Regulations) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the Registration Statement. (i) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under "Use of Proceeds." (j) If, at the time that the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A of the Securities Act 11 12 Regulations, then immediately following the execution of the Pricing Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) of the Securities Act Regulations, copies of the Prospectus, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) During a period of 90 days from the date hereof, the Company will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any securities that are of the same or a similar class or series as the Shares (except for Common Stock or options issued pursuant to reservations, agreements, including, without limitation, the Merger Agreement, employee benefit plans, stock option plans or dividend reinvestment and stock purchase plans). SECTION 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement (including exhibits) as originally filed and of each amendment thereto (including exhibits), (ii) the preparation, issuance and delivery of the certificates for the Shares to you, (iii) the fees and disbursements of the Company's counsel and accountants, (iv) the qualification of the Shares under state securities and "blue sky" laws in accordance with the provisions of Section 3(g) hereof, including filing fees and reasonable fees and disbursements of your counsel in connection therewith and in connection with the preparation of the Blue Sky Survey, (v) the delivery to you of copies of the Registration Statement as originally filed (including exhibits) and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto (including exhibits), (vi) the fees, if any, of the New York Stock Exchange ("NYSE") relating to the listing of the Shares on the NYSE and (viii) the examination fee of the National Association of Securities Dealers, Inc. in connection with its review of the arrangements, terms and conditions of the offering of the Shares. You shall pay all expenses incident to the performance of your obligations under this Agreement, including without limitation, fees of your counsel, except as set forth in (iv) above. If this Agreement is terminated by you because the Closing conditions set forth in Section 5 have not been satisfied (unless the failure to perform any condition set forth in Section 5 is due to the default or omission of you or your counsel), or Section 9(a)(i), then the Company shall reimburse you for all of your documented reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel. 12 13 SECTION 5. Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy of the representations and warranties of the Company herein contained at and as of the date hereof and the Closing Time, to the performance by the Company of its obligations hereunder, and to the following further conditions: (a) The Registration Statement, including any post-effective amendments required pursuant to Rule 430A(a), shall have become effective not later than 5:30 p.m., local time in New York City, on the date hereof or, with your consent, at a later time and date, not later, however, than 5:30 p.m., local time in New York City, on the first business day following the date hereof, or at such later time and date as you may approve; if the Prospectus or any amendment or supplement thereto is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations, the prospectus and any such amendment or supplement shall be filed in the manner and within the time period specified by Rule 424(b) of the Securities Act Regulations; and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission; if the Company has elected to rely upon Rule 430A of the Securities Act Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations within the prescribed time period, and prior to Closing Time the Company shall have provided evidence satisfactory to you of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Securities Act Regulations; and there shall not have come to your attention any facts that would cause you to believe that the Prospectus at the time it was required to be delivered to a purchaser of the Shares, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (b) At Closing Time you shall have received: (1) The favorable opinion, dated the Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Company, in form and substance set forth in Annex A to this Agreement. (2) The favorable opinion, dated as of the Closing Time, of Brown & Wood, your counsel, to the effect that: 13 14 (i) This Agreement and the Pricing Agreement have each been duly authorized, executed, and delivered by or on behalf of the Company; (ii) The Registration Statement is effective under the Securities Act and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission; (iii) At the time the Registration Statement became effective, the Registration Statement (other than the financial statements, notes thereto, supporting schedules and other financial and statistical data included or incorporated by reference therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations; and (iv) The Shares conform in all material respects to the description thereof set forth in the Prospectus under the caption "Description of Capital Stock". (3) In giving their opinions required by subsections (b)(1) and (b)(2) of this Section, Skadden, Arps, Slate Meagher & Flom LLP and Brown & Wood shall additionally state that in connection with the preparation of the Registration Statement and the Prospectus, they participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent certified public accountants for the Company, representatives of the Underwriter and representatives of their counsel, at which conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, except as set forth in such counsel's respective opinion, and has made no independent verification or check thereof, nothing has have come to their attention that would cause them to believe that the Registration Statement (other than the financial statements, notes thereto, supporting schedules and other financial and statistical information and data included or incorporated by reference therein or omitted therefrom, as to which no view need be expressed), at the time it became effective, or if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time of the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus 14 15 (other than the financial statements, notes thereto, supporting schedules and other financial and statistical information and data included or incorporated by reference therein or omitted therefrom, as to which no view need be expressed), as amended or supplemented at the date of the Pricing Agreement and at Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Skadden, Arps, Slate, Meagher & Flom LLP shall further state that to such counsel's knowledge, (A) there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than described or referred to therein or filed or incorporated by reference as exhibits thereto; and (B) the descriptions thereof or references thereto are correct in all material respect. (c) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or event which is reasonably likely to result in any prospective material adverse change in the financial condition, earnings or business of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the Chief Executive Officer and of the Chief Financial Officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (d) There shall not have been any change after the date of this Agreement in the articles of incorporation or by-laws of the Company adversely affecting the rights of the holders of the Shares. (e) At the time of the execution of this Agreement, you shall have received from KPMG Peat Marwick LLP a letter dated such date, in form and substance satisfactory to you, to the effect that (i) they are independent public accountants with respect to the Company and its Subsidiaries within the meaning of the Securities Act and the Securities Act Regulations; (ii) it is their opinion that the financial statements included or incorporated by reference in the Registration Statement and covered by their opinion or opinions therein comply as to form in all material respects with the 15 16 applicable accounting requirements of the Securities Act and the Securities Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) the unaudited consolidated financial statements of the Company and the Subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Exchange Act Regulations or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement, or (B) at the date of the most recently available internal unaudited financial statements of the Company, there has been any change in the capital stock of the Company or any increase in the consolidated long term debt of the Company and the Subsidiaries or any decrease in total assets of the Company and the Subsidiaries, in each case as compared with the amounts shown in the September 30, 1996 balance sheet included or incorporated by reference in the Registration Statement or, during the period from September 30, 1996 to the date of the most recently available internal unaudited financial statements of the Company, there were any decreases, as compared with the corresponding period in the preceding year, in total interest income, net interest income, net interest income after provision for loan losses, net income or net income per share, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur: (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement and Prospectus and which are specified by the Underwriter, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and the Subsidiaries identified in such letter; and (v) based upon limited procedures set forth in their letter, nothing has come to their attention which causes them to believe that the unaudited pro forma consolidated condensed financial statements of the Company and the Subsidiaries included or incorporated by reference in the Prospectus and the Registrations Statement do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act Regulations and the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements. (f) At Closing Time, you shall have received from KPMG Peat Marwick LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that the specified date 16 17 referred to shall be a date not more than five days prior to Closing Time. (g) At Closing Time, you shall have received from KPMG Peat Marwick LLP a letter, dated as of Closing Time, in form and substance satisfactory to you, to the effect that (i) they are independent public accountants with respect to North Side and its Subsidiaries within the meaning of the Securities Act and the Securities Act Regulations; (ii) it is their opinion that the financial statements of North Side and subsidiaries included or incorporated by reference in the Registration Statement and covered by their opinion or opinions therein comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) the unaudited consolidated financial statements of the North Side and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement. (h) Except for the conditions set forth in Sections 7.1 (b) through (e) (collectively, the "Mutual Conditions"), Sections 7.2 (e) and (f) (collectively, the "North Fork Conditions") and Sections 7.3 (e) and (f) of the Merger Agreement (collectively, the "North Side Conditions" and together with the Mutual Conditions and the North Fork Conditions, the "Conditions"), all of the conditions contained in the Merger Agreement to the Company's, North Fork Bank's and North Side's obligations under the Merger Agreement shall have been satisfied or waived, and the waiver of any such conditions, individually or in the aggregate would not have a material adverse effect or prospective material adverse effect on the financial condition, earnings or business of the Company and its Subsidiaries, taken as a whole following the consummation of the Merger, or could not reasonably be expected to materially and adversely affect the properties or assets thereof. You shall have received a certificate of the Company, dated the Closing Date, and signed by the Chairman or the President and the Chief Financial Officer of the Company, and a certificate of North Side, dated the Closing Date, and signed by the Chairman or the President and the Chief Financial Officer of North Side, each certificate stating that (x) except for the Conditions and, based on the assumption that the Shares to be sold pursuant to this Agreement have been sold, all of the conditions contained in the Merger Agreement to the Company's, North Fork's and North Side's obligations, as the case may be, under the Merger Agreement have been satisfied or 17 18 waived (any such waiver being described in an appendix to such certificates), (y) nothing has come to their attention which would make them believe that the Conditions will not be satisfied, and (z) subject to the satisfaction of the Conditions the Company, North Fork Bank and North Side, as the case may be, are prepared to close the transactions contemplated by the Merger Agreement after the closing of the sale of Shares hereunder. Subsequent to the sale of the Shares to you pursuant to the terms of this Agreement, the Merger shall remain subject to the Conditions. SECTION 6. Indemnification. (a) The Company agrees to indemnify and hold you harmless and each person, if any, who controls you within the meaning of Section 15 of the Securities Act as follows: (i) against any and all loss, liability, claim, damage and reasonable expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the Securities Act Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and reasonable expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable expense, as incurred, (including, subject to subsection 6(c) hereof, the fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 18 19 provided, however that the foregoing indemnity shall not inure to the benefit of you (or any person controlling you) to the extent of any loss, liability, claim, damage or expense if (A) such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by you in writing expressly for use in the Registration Statement (or any amendment thereto) or any such preliminary prospectus or the Prospectus (or any amendment or supplement thereto); or (B) as to any preliminary prospectus, you failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to any person within the time required by the Securities Act, and such untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary prospectus was corrected in the Prospectus, as the same may be amended or supplemented. (b) You agree to indemnify and hold harmless the Company, its directors, each of its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and reasonable expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action. In no event shall an indemnifying party be liable for the fees and expenses of more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be obligated to reimburse an indemnified party hereunder for any amount paid to effect settlement of any action or claim unless such settlement shall have been consented to in writing by the indemnifying party. SECTION 7. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 is for any reason held to be unenforceable by the indemnified party although applicable in 19 20 accordance with its terms, the Company and you shall contribute to the aggregate losses, liabilities, claims, damages and reasonable expenses of the nature contemplated by said indemnity agreement incurred by the Company and you, as incurred, in such proportions that you are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial public offering price appearing thereon and the Company is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls you within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as you, and each director of the Company, each officer of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of you or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Shares to you. SECTION 9. Termination of Agreement. (a) You may also terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the respective dates as of which information is given in the Registration Statement, any material adverse change or any event which is reasonably likely to result in a prospective material adverse change in the financial condition, earnings or business of the Company and it Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation of any existing hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your reasonable professional judgment, impracticable to market the Common Stock or to enforce contracts for the sale of the Common Stock, or (iii) if trading in the Common Stock has been suspended by the Commission, or if trading or quotation generally on either the American Stock Exchange or the New York Stock Exchange or Nasdaq National Market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or Nasdaq National Market or by order of the Commission or any other governmental authority, of if a banking moratorium has been declared by either Federal or New 20 21 York authorities or controls have been in effect for at least two consecutive business days. (b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4, and provided further that Sections 6 and 7 hereof shall survive such termination. SECTION 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and received by any standard form of telecommunication. Notices to you shall be directed to them c/o Keefe, Bruyette & Woods, Inc., Two World Trade Center, 85th Floor, New York, NY 10048; attention John Duffy, Executive Vice President; notices to the Company shall be directed to North Fork Bancorporation, Inc., 275 Broad Hollow Road, Melville, New York 11747; attention John Adam Kanas, President, with a copy to William S. Rubenstein, Esq., Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022. SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than you and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of you and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from you shall be deemed to be a successor by reason merely of such purchase. SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. 21 22 Section 13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Company in accordance with its terms. Very truly yours, NORTH FORK BANCORPORATION, INC. By: --------------------------------- Name and Title CONFIRMED AND ACCEPTED, as of the date first above written: KEEFE, BRUYETTE & WOODS, INC. By: -------------------------------- Senior Vice President 22 23 EXHIBIT A 600,000 Shares NORTH FORK BANCORPORATION, INC. (a Delaware corporation) Common Stock (Par Value $2.50 Per Share) PRICING AGREEMENT , 1996 KEEFE, BRUYETTE & WOODS, INC. Two World Trade Center 85th Floor New York, New York 10048 Dear Sirs: Reference is made to the Underwriting Agreement, dated , 1996 (the "Underwriting Agreement"), relating to the purchase by you as underwriter (the "Underwriter"), of the above shares of Common Stock (the "Shares"), of North Fork Bancorporation, Inc. (the "Company"). Pursuant to Section 2 of the Underwriting Agreement, the Company agrees with the Underwriter as follows: 1. The initial public offering price per share for the Initial Shares, determined as provided in said Section 2, shall be $____. 2. The purchase price per share for the Shares to be paid by the Underwriter shall be $____, being an amount equal to the initial public offering price set forth above less $____ per share. 1 24 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Company in accordance with its terms. Very truly yours, NORTH FORK BANCORPORATION, INC. By: ----------------------------- Name and Title CONFIRMED AND ACCEPTED, as of the date first above written: KEEFE, BRUYETTE & WOODS, INC. By: -------------------------- Senior Vice President 2 EX-5.1 3 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER, & FLOM 1 Exhibit 5.1 November 22, 1996 North Fork Bancorporation, Inc. 275 Broad Hollow Road Melville, NY 11747 Re: North Fork Bancorporation, Inc. Registration on Form S-3 Gentlemen: We have acted as special counsel to North Fork Bancorporation, Inc., a Delaware corporation (the "Company"), in connection with the sale of up to 600,000 shares (the "Shares") of the common stock, par value $2.50 per share, of the Company (the "Common Stock"), and an equal number of rights to purchase units of Series A Junior Participating Preferred Stock of the Company associated therewith (the "Rights"), to Keefe, Bruyette & Woods, Inc. (the "Underwriter"), which Shares are currently held by the Company as treasury shares, pursuant to the Underwriting Agreement (the "Underwriting Agreement"), in substantially the form filed as an exhibit to the Registration Statement (as hereinafter defined), proposed to be entered into between the Company, as issuer, and the Underwriter. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-3 (File No. 333-11985) as filed with the Securities and Exchange Commission (the "Commission") on September 13, 1996 under the Act and Amendment No. 1 thereto filed with the Commission on November 22, 1996, 2 North Fork Bancorporation, Inc. November 22, 1996 Page 2 (such Registration Statement as so amended being hereinafter referred to as the "Registration Statement"); (ii) the form of the Underwriting Agreement; (iii) the Company's Certificate of Incorporation, as presently in effect; (iv) the Company's By-laws, as presently in effect; (v) the resolutions of the Board of Directors of the Company relating to, among other things, the issuance and sale of the Common Stock and Rights; (vi) drafts of certain resolutions of a Pricing Committee (the "Pricing Committee") of the Board of Directors of the Company (the "Draft Resolutions"); and (vii) the form of a specimen certificate representing the Common Stock (and the Rights). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the Bar in the State of New York, and we do not express any opinion as to the laws of any other jurisdiction other than the 3 North Fork Bancorporation, Inc. November 22, 1996 Page 3 General Corporation Law of the State of Delaware (the "DGCL"). Based upon the subject to the foregoing we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Draft Resolutions have been adopted by the Pricing Committee, (iii) the price at which the Common Stock is to be sold to the Underwriters pursuant to the Underwriting Agreement and other matters relating to the issuance and sale of the Common Stock have been approved by the Pricing Committee of the Board of Directors in accordance with the Draft Resolutions, (iv) the Underwriting Agreement has been duly executed and delivered, and (v) certificates representing the Shares in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and delivered to and paid for by the Underwriters as contemplated by the Underwriting Agreement, (a) the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable and (b) the Rights, when issued as described in the Registration Statement and in accordance with the Rights Agreement, will be duly authorized and validly issued. We hereby consent to the use of our name in the Registration Statement under the caption "Legal Matters" and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23.1 4 CONSENT OF KPMG PEAT MARWICK LLP NY,NY 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Stockholders and Board of Directors North Side Savings Bank: We consent to incorporation by reference in the registration statement on Form S-3 of North Fork Bancorporation, Inc., of our report dated October 18, 1995, relating to the consolidated statements of condition of North Side Savings Bank and subsidiaries as of September 30, 1995 and 1994 and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1995 which is included in the Current Report on Form 8-K of North Fork Bancorporation, Inc. which is incorporated in Form S-3 by reference. We also consent to the reference to our firm under the heading "Experts" in the registration statement. Our report refers to a change in accounting for certain investment in debt and equity securities. /s/ KPMG Peat Marwick LLP New York, New York November 22, 1996 EX-23.2 5 CONSENT OF KPMG PEAT MARWICK LLP NEW YORK, NY 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS' The Stockholders and Board of Directors North Fork Bancorporation, Inc. We consent to the incorporation by reference in the Registration Statement filed on September 13, 1996 on Form S-3 of North Fork Bancorporation, Inc., of our report dated January 16, 1996, relating to the consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1995 and 1994, 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, 1995, and to the reference to our firm under the heading "Experts" in the Registration Statement. Our report with respect to these financial statements which includes an explanatory paragraph related to changes in accounting principles, appears in the Annual Report on Form 10-K of North Fork Bancorporation, Inc. for the fiscal year ended December 31, 1995. /s/ KPMG Peat Marwick LLP New York, New York November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----