0000950172-95-000335.txt : 19950914 0000950172-95-000335.hdr.sgml : 19950914 ACCESSION NUMBER: 0000950172-95-000335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950912 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUFFOLK BANCORP CENTRAL INDEX KEY: 0000754673 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 112708279 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44405 FILM NUMBER: 95573055 BUSINESS ADDRESS: STREET 1: 6 W SECOND ST CITY: RIVERHEAD STATE: NY ZIP: 11901 BUSINESS PHONE: 516725667 MAIL ADDRESS: STREET 1: 6 WEST SECOND STREET CITY: RIVERHEAD STATE: NY ZIP: 11901 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 9025 ROUTE 25 CITY: MATTITUCK STATE: NY ZIP: 11952 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 9025 ROUTE 25 CITY: MATTITUCK STATE: NY ZIP: 11952 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Schedule 13D Under the Securities Exchange Act of 1934 SUFFOLK BANCORP (Name of Issuer) Common Stock, $5.00 par value (Title of Class of Securities) 864739107 (CUSIP Number) Daniel M. Healy Executive Vice President and Chief Financial Officer North Fork Bancorporation, Inc. 9025 Route 25 Mattituck, New York 11952 (516) 298-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: William S. Rubenstein, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-2642 September 12, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] CUSIP No. 864739107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: North Fork Bancorporation, Inc. I.R.S. Identification No. 36-3154608 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: State of New York 7. SOLE VOTING POWER NUMBER OF SHARES 5.3% BENEFICIALLY OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH None 9. SOLE DISPOSITIVE POWER 5.3% 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 195,064 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ X ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% 14. TYPE OF REPORTING PERSON CO This Amendment No. 1, dated September 12, 1995, to the Schedule 13D (the "Schedule 13D") filed by North Fork Bancorporation, Inc. ("North Fork") and dated as of May 25, 1995, amends and supplements the Schedule 13D by adding the following information under the items indicated. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. North Fork is continuing to explore the possibility of acquiring the entire equity interest in the Company. North Fork may acquire ownership or control of up to 19.9% of the outstanding voting securities of the Company without seeking any further regulatory approval. North Fork currently intends to purchase Common Stock from time to time, up to 19.9% of the outstanding shares of Common Stock, in the market or in privately negotiated transactions, subject to market conditions and other opportunities available to North Fork. North Fork reserves the right not to purchase any shares of Common Stock and to sell some or all of the Common Stock that it currently owns or that it may acquire in the future. On September 12, 1995, North Fork delivered a letter (the "Letter") to the Company detailing certain disclosure deficiencies which North Fork believes are contained in the Company's proxy statement relating to the Company's special meeting scheduled to be held on September 28, 1995. The letter is attached hereto as Exhibit 1 and is incorporated by reference herein. Except as set forth in this Item 4, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in Clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a)-(b) North Fork has sole voting and dispositive power with respect to 195,064 shares, or approximately 5.3% of the shares of Common Stock reported by the Company to be outstanding on August 25, 1995. In addition, an aggregate of 11,709 shares of Common Stock are owned by North Fork officers and directors, as set forth in Schedule 2 hereto. North Fork expressly disclaims beneficial ownership of all of the shares held by its officers and directors. Except as set forth above, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, owns any Common Stock. (c) On July 3, 1995, Allan C. Dickerson acquired 9.05 shares of Common Stock through the Company's Dividend Reinvestment and Stock Purchase Plan at a price of $33.25 per share. Except as set forth above, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the Common Stock during the past 60 days. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the receipt of approval from the Banking Department of the Banking Department Application, North Fork has made commitments to the Banking Department which are similar in all material respects to those made to the Federal Reserve in connection with the approval of the Federal Reserve Application. Item 7. Material to be filed as Exhibits. Exhibit 1-- Letter, dated as of September 12, 1995, from John A. Kanas to Suffolk Bancorp SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 12, 1995 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy _____________________________ Daniel M. Healy Executive Vice President and Chief Financial Officer SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK BANCORPORATION, INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of North Fork Bancorp-oration, Inc. ("North Fork") is set forth below. If no business address is given, the director's or officer's address is 9025 Route 25, Mattituck, New York 11952. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with North Fork. Present Principal Occupation Name or Employment and Address John Adam Kanas Chairman, President and Chief Executive Officer Anthony J. Abate Vice President and Secretary John Bohlsen Vice Chairman - North Fork President The Helm Development Corp. 166 W. Main St. East Islip, NY 11730 Malcolm J. Delaney Retired Heritage Hills 518A Somers, NY 10589 Allan C. Dickerson Retired 2255 Grand Ave. Mattituck, NY 11952 Lloyd A. Gerard Antique Dealer and Auctioneer P.O. Box 146 Remsenburg, NY 11960 Daniel M. Healy Executive Vice President and Chief Financial Officer James F. Reeve President Harold R. Reeve & Sons, Inc. North Road Mattituck, NY 11952 James H. Rich, Jr. President Southold Lumber Co., Inc. 3045 Wells Ave. P.O. Box 208 Southold, NY 11971 George H. Rowsom President S.T. Preston & Son, Inc. South Main St. Wharf Greenport, NY 11944 Kurt R. Schmeller President Queens Borough Community College City University of New York Bayside, NY 11364 Raymond W. Terry, Jr. Retired 610 Jockey Creek Dr. P.O. Box 983 Southold, NY 11971 SCHEDULE II SHARES OF SUFFOLK BANCORP OWNED BY DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK BANCORPORATION, INC. North Fork expressly disclaims beneficial ownership of the 11,709 shares of Common Stock which, as of September 12, 1995, are owned by North Fork officers and directors, as set forth below. Shares Date Manner of Name Owned Purchased Purchase Lloyd A. Gerard 9,110 1928-1985 Gift Allan C. Dickerson 100 (1) 6/1/84 Purchase 10 (1) 6/7/86 Dividend 440 (1) 7/31/86 5/1 Split 550 (1) 5/22/87 2/1 Split 414 (1) Since 1987 Dividend Reinvestment James H. Rich, Jr. 50 (2) 11/8/76 Purchase 2 (2) 2/4/85 Dividend Reinvestment 10 (2) 6/30/85 Dividend Reinvestment 248 (2) 7/31/86 5/1 Split 310 (2) 5/22/87 2/1 Split 100 (2) 10/7/87 Purchase 180 (3) 2/18/88 Purchase 100 (3) 11/16/88 Purchase John Adam Kanas 7 Prior to 1986 Purchase 28 7/31/86 5/1 Split 35 5/22/87 2/1 Split 15 Since 1987 Dividend Reinvestment Total: 11,709 (1) Owned by Mr. Dickerson's wife, Charlotte Dickerson. (2) Owned by Mr. Rich's wife, Adele Rich. (3) Owned jointly by Mr. Rich and his wife, Adele Rich. EX-99 2 LETTER [NORTH FORK LOGO] VIA HAND DELIVERY September 12, 1995 Suffolk Bancorp 6 West Second Street Riverhead, New York 11901 Attention: Edward J. Merz Dear Mr. Merz: As a shareholder of Suffolk Bancorp ("Suffolk"), North Fork Bancorporation, Inc. recently received a proxy statement relating to Suffolk's special meeting of shareholders scheduled to be held on September 28, 1995. At that meeting, Suffolk's shareholders will vote upon a proposal (the "Proposal") to increase the number of authorized shares of Suffolk's common stock. After reviewing the proxy statement, North Fork is astonished to discover that Suffolk has once again failed to disclose in its proxy statement all material information relating to the Proposal. North Fork is also shocked to discover that Suffolk appears to have totally ignored the Securities and Exchange Commission's rules with respect to the filing of preliminary proxy material. As an initial matter, let me state that as an observer of Suffolk's Board of Directors' past performance, I cannot say that North Fork is surprised by the Proposal, which attempts to insulate Suffolk from a merger transaction. What is surprising is that, in light of the current merger and acquisition environment in the banking industry and your Board of Directors' admittedly small economic investment in Suffolk, Suffolk should be fighting so vigorously to deprive shareholders of alternatives that undeniably are more valuable from a financial standpoint than the alternative of Suffolk continuing as an independent company. It is our opinion that your strategy of independence, and your Proposal which is designed to further that strategy, flies so squarely in the face of reason as to give the appearance of recklessness on the part of your Board. In our view, these actions also imply that at least certain members of your Board are motivated primarily by the desire to continue to engage in self-dealing transactions, especially since their businesses receive hundreds of thousands of dollars in fees from Suffolk according to your 1995 annual proxy statement. The Proxy Statement states that "[t]he Board of Directors has determined that, at least for the foreseeable future, it is in the best interest of [Suffolk] and its shareholders, its customers and the community it serves for [Suffolk] to remain independent. The Board has adopted a strategic plan pursuant to which it intends to remain independent." In furtherance of this strategic plan, the "Board of Directors currently intends to adopt a [poison pill rights] plan" to block a takeover of the Company if the Proposal is adopted. By asking Suffolk's shareholders to approve the Proposal, Suffolk is in effect asking its shareholders to ratify the Board's decision that Suffolk remain independent. Incredibly, the Proxy Statement contains no explanation of why Suffolk's continued independence makes business or financial sense or of the factual basis for the Board's decision. Presumably, when considering independence as a possible strategic course, the Board of Directors received the advice of an independent financial advisor with respect to the range of possible values and relative advisability of various strategic alternatives available to Suffolk, including with respect to continued independence.* Because soliciting proxies in favor of the Proposal is effectively tantamount to seeking shareholder ratification of the Board's decision in favor of continued independence, the proxy statement is false and misleading in failing to disclose to shareholders the same information concerning possible strategic alternatives and the relative values thereof that the Board presumably had in its possession when making its decision concerning strategic direction. This information is particularly important to shareholders in light of North Fork's expressed acquisition interest. Moreover, the Board of Directors has stated its current intention to adopt a poison pill rights plan (the "Rights Plan") if the Proposal is approved. Suffolk has left its shareholders in the dark by failing to include even a brief description of the material terms of the contemplated Rights Plan. Suffolk's shareholders have a right to know what the triggering events would be under the Rights Plan or if the Rights Plan would contain, among other things, any "fair-offer" exception, or "shareholder referendum" or "sunset" provisions. The failure of the proxy statement to disclose this information renders the proxy statement false and misleading. Finally, Suffolk states in the Proxy Statement that the "'Rights Plan' is an antitakeover device . . . [and that] [t]he Board may also consider adopting other antitakeover plans involving the issuance of shares in the future." Suffolk has totally ignored the rules and regulations of the Securities and Exchange Commission (the "SEC"), specifically Instruction 2 of Item 19 of Schedule 14A promulgated under the rules and regulations of the _________________ * If Suffolk's Board of Directors failed to receive such advice, then the action of Suffolk's Board of Directors in adopting a strategic plan contemplating continued independence poses a very serious question about whether the Board has violated its fiduciary duty of care, which requires a board of directors to make decisions on a fully informed basis after considering all material information. Securities Exchange Act of 1934, as amended. Had Suffolk paid even scant attention to this instruction, it would have realized that the SEC release cited in such instruction requires a company, when soliciting shareholders with respect to the implementation of an antitakeover device, to describe all of its existing antitakeover devices in the proxy statement related to such solicitation. Suffolk's proxy statement lacks any such description (for example, disclosure about Suffolk's classified board) and, therefore, fails to comply with the rules and regulations of the SEC. As a Suffolk shareholder, North Fork is dismayed that it must remind Suffolk's Board of Directors and management of their fiduciary duties to shareholders and of the requirements under the federal securities laws. On behalf of all of Suffolk's shareholders, we urge you to supplement your proxy statement in order to comply with Instruction 19 of Schedule 14A and to disclose the facts and rationale (including valuation data) relating to the Board of Directors' decision to pursue a strategic course of independence and the material terms of the contemplated Rights Plan so that shareholders are fully informed of all material facts relating to the Proposal. We also urge Suffolk to postpone the special meeting to allow sufficient time for the supplemental material to be distributed to shareholders and for shareholders to execute and return new proxy cards for use at the special meeting. If you do not advise North Fork, through the undersigned (at (516) 298-5000), by the close of business on Thursday, September 14, 1995, that Suffolk intends to revise its proxy statement to contain the type of disclosures described herein, North Fork will be forced to consider other appropriate alternatives. Sincerely, North Fork Bancorporation, Inc. By: /s/ John Adam Kanas John Adam Kanas cc: Raymond A. Mazgulski Chairman of the Board, Suffolk Bancorp